UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2020
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period ____________________ to _____________________

CommissionFile Number 001-12690

UMHProperties, Inc.

(Exactname of registrant as specified in its charter)

Maryland		22-1890929
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer identification number)

3499 Route 9 , Suite 3C , Freehold , New Jersey		07728
(Address of principal executive offices)		(Zip code)

Registrant’stelephone number, including area code (732) 577-9997

Securitiesregistered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, $.10 par value		UMH		New York Stock Exchange
6.75% Series C Cumulative Redeemable Preferred Stock, $.10 par value		UMH PRC		New York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Stock, $.10 par value		UMH PRD		New York Stock Exchange

Securitiesregistered pursuant to Section 12(g) of the Act: None

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicateby check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicateby check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). ☒ Yes ☐ No

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer	☐		Accelerated filer	☒
	Non-accelerated filer	☐		Smaller reporting company	☐
				Emerging growth company	☐

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicateby check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. ☒ Yes ☐ No

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

Basedupon the assumption that directors and executive officers of the registrant are not affiliates of the registrant, the aggregatemarket value of the voting stock of the registrant held by nonaffiliates of the registrant at June 30, 2020 was $534.0 million.Presuming that such directors and executive officers are affiliates of the registrant, the aggregate market value of the votingstock of the registrant held by nonaffiliates of the registrant at June 30, 2020 was $ 497.9 million.

Thenumber of shares outstanding of issuer’s common stock as of March 5, 2021 was 42,371,157 shares.

DocumentsIncorporated by Reference:

-PartIII incorporates certain information by reference from the Registrant’s definitive proxy statement for the 2021 annual meetingof shareholders, which will be filed no later than 120 days after the close of the Registrant’s fiscal year ended December31, 2020.

-Exhibitsincorporated by reference are listed in Part IV; Item 15 (a) (3).

TABLEOF CONTENTS

PART I	3
Item 1 – Business	3
Item 1A – Risk Factors	7
Item 1B – Unresolved Staff Comments	21
Item 2 – Properties	21
Item 3 – Legal Proceedings	31
Item 4 – Mine Safety Disclosures	31
PART II	32
Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	32
Item 6 – Selected Financial Data	34
Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 7A – Quantitative and Qualitative Disclosures about Market Risk	49
Item 8 – Financial Statements and Supplementary Data	50
Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	50
Item 9A – Controls and Procedures	50
Item 9B – Other Information	53
PART III	53
Item 10 – Directors, Executive Officers and Corporate Governance	53
Item 11 – Executive Compensation	53
Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	53
Item 13 – Certain Relationships and Related Transactions, and Director Independence	53
Item 14 – Principal Accounting Fees and Services	53
PART IV	54
Item 15 – Exhibits, Financial Statement Schedules	54
Item 16 – Form 10-K Summary	58
SIGNATURES	108

PARTI

Item1 – Business

GeneralDevelopment of Business

UMHProperties, Inc. (“UMH”), together with its predecessors and consolidated subsidiaries, are referred to herein as“we”, “us”, “our”, or “the Company”, unless the context requires otherwise.

UMHis a self-administered and self-managed qualified real estate investment trust (“REIT”) under Sections 856-860 ofthe Internal Revenue Code (the “Code”). The Company elected REIT status effective January 1, 1992 and intends to maintainits qualification as a REIT in the future. As a qualified REIT, with limited exceptions, the Company will not be taxed under Federaland certain state income tax laws at the corporate level on taxable income that it distributes to its shareholders. For specialtax provisions applicable to REITs, refer to Sections 856-860 of the Code.

UMH was incorporated in the state of New Jersey in 1968. On September29, 2003, UMH changed its state of incorporation from New Jersey to Maryland by merging with and into a Maryland corporation.Our executive office is located in Freehold, NJ.

Descriptionof Business

TheCompany’s primary business is the ownership and operation of manufactured home communities – leasing manufacturedhomesites to private manufactured home owners. The Company also leases homes to residents, and through its wholly-owned taxableREIT subsidiary, UMH Sales and Finance, Inc. (“S&F”), conducts manufactured home sales in its communities.

During2020, the Company purchased two communities totaling 310 homesites for a total purchase price of $7.8 million. Asof December 31, 2020, the Company owned and operated 124 manufactured home communities containing approximately 23,400 developedhomesites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan and Maryland.Subsequent to year end, the Company purchased one community in Alabama and one community in South Carolina. The two communitiesacquired during 2021 contain a total of 337 homesites and were purchased for a total price of $8.0 million.

Amanufactured home community is designed to accommodate detached, single-family manufactured homes. These manufactured homes areproduced off-site by manufacturers and installed on sites within the communities. These homes may be improved with the additionof features constructed on-site, including garages, screened rooms and carports. Manufactured homes are available in a varietyof designs and floor plans, offering many amenities and custom options. Each manufactured home owner leases the site on whichthe home is located from the Company. Generally, the Company owns the underlying land, utility connections, streets, lighting,driveways, common area amenities and other capital improvements and is responsible for enforcement of community guidelines andmaintenance.

Manufacturedhomes are accepted by the public as a viable and economically attractive alternative to conventional site-built single-familyhousing. The affordability of the modern manufactured home makes it a very attractive housing alternative. Depending on the regionof the country, prices per square foot for a new manufactured home average up to 50 percent less than a comparable site-builthome, excluding the cost of land. This is due to a number of factors, including volume purchase discounts, inventory control ofconstruction materials and control of all aspects of the construction process, which is generally a more efficient and streamlinedprocess as compared to a site-built home.

Modernresidential land lease communities are similar to typical residential subdivisions containing central entrances, paved well-litstreets, curbs and gutters. Generally, modern manufactured home communities contain buildings for recreation, green areas, andother common area facilities, all of which are the property of the community owner. In addition to such general improvements,certain manufactured home communities include recreational improvements such as swimming pools, tennis courts and playgrounds.Municipal water and sewer services are available in some manufactured home communities, while other communities supply these facilitieson-site.

Typically,our leases are on an annual or month-to-month basis, and renewable upon the consent of both parties. The community managerinterviews prospective residents, collects rent and finance payments, ensures compliance with community regulations, maintainscommon areas and community facilities and is responsible for the overall appearance of the community. The homeowner is responsiblefor the maintenance of the home and leased site. As a result, our capital expenditures tend to be less significant relative tomulti-family rental apartments. Manufactured home communities produce predictable income streams and provide protection from inflationdue to the ability to annually increase rents.

Manyof our communities compete with other manufactured home community properties located in the same or nearby markets that are ownedand operated by other companies in our business. We generally monitor the rental rates and other terms being offered by our competitorsand consider this information as a factor in determining our own rental rates. In addition to competing with other manufacturedhome community properties, our communities also compete with alternative forms of housing (such as apartments and single-familyhomes).

Inconnection with the operation of its communities, UMH also leases homes to prospective tenants. As of December 31, 2020, UMH owneda total of 8,300 rental homes, representing approximately 35% of its developed homesites. These rental homes are owned by theCompany and rented to residents. The Company engages in the rental of manufactured homes primarily in areas where the communitieshave existing vacancies. The rental homes produce income from both the home and the site which might otherwise be non-income producing.

Inherentin the operation of a manufactured home community is the development, redevelopment, and expansion of our communities. The Companysells and finances the sale of manufactured homes in our communities through S&F. S&F was established to potentially enhancethe value of our communities. The home sales business is operated like other homebuilders with sales centers, model homes, aninventory of completed homes and the ability to supply custom designed homes based upon the requirements of the new homeowners.In addition, our sales centers earn a profit by selling homes to customers for placement on their own private land.

Investmentand Other Policies

TheCompany may invest in improved and unimproved real property and may develop unimproved real property. Such properties may be locatedthroughout the U.S. but the Company has concentrated on the Northeast and Midwest. Since 2009, we have tripled the size of ourproperty portfolio from 28 communities with approximately 6,800 developed homesites to 126 communities with over 23,800 developedhomesites, including the two communities recently purchased in January 2021. We are focused on acquiring communities with significantupside potential and leveraging our expertise to build long-term capital appreciation.

Ourgrowth strategy involves purchasing well located communities in our target markets. During 2021, we have entered the Alabamaand South Carolina markets by acquiring communities in those markets. As part of our growth strategy, we intend to evaluatepotential opportunities to expand into additional geographic markets, including certain other markets in the southeasternUnited States.

TheCompany also evaluates our properties for expansion opportunities. Development of the additional acreage available for expansionallows us to leverage existing communities and amenities. We believe our ability to complete expansions translates to greatervalue creation and cash flow through operating efficiencies. The Company has approximately 1,800 acres of additional land potentiallyavailable for future development. See PART I, Item 2 – Properties, for a list of our additional acreage.

TheCompany seeks to finance acquisitions with the most appropriate available source of capital, including purchase money mortgagesor other financing, which may be first liens, wraparound mortgages or subordinated indebtedness, sales of investments, and issuanceof additional equity securities. In connection with its ongoing activities, the Company may issue notes, mortgages or other seniorsecurities. The Company intends to use both secured and unsecured lines of credit.

TheCompany may consider issuing securities as a form of payment to acquire communities; however, this has not occurred todate. The Company may repurchase or reacquire its shares from time to time if, in the opinion of the Board of Directors, suchacquisition is advantageous to the Company. During the year ended December 31, 2020, the Company repurchased 174,000 shares ofits common stock at an aggregate cost of $1.8 million, or a weighted average price of $10.50 per share. The last repurchase wasmade on May 14, 2020. In addition, during 2020 the Company voluntarily redeemed all outstanding shares of its 8.0% SeriesB Cumulative Redeemable Preferred Stock.

TheCompany also owns a portfolio of marketable REIT securities, which is 7.6% of undepreciated assets (which is the Company’stotal assets excluding accumulated depreciation) at year end. The Company generally limits the portfolio to no more than approximately15% of its undepreciated assets. These liquid real estate holdings provide diversification, additional liquidity and income, andserve as a proxy for real estate when more favorable risk adjusted returns are not available. The Company, from time totime, may purchase these securities on margin when the interest and dividend yields exceed the cost of funds.

Regulations,Insurance and Property Maintenance and Improvement

Manufacturedhome communities are subject to various laws, ordinances and regulations, including regulations relating to recreational facilitiessuch as swimming pools, clubhouses and other common areas, and regulations relating to operating water and wastewater treatmentfacilities at several of our communities. We believe that each community has all material operating permits and approvals.

Ourproperties are insured against risks that may cause property damage and business interruption including events such as fire, businessinterruption, general liability and if applicable, flood. Our insurance policies contain deductible requirements, coverage limitsand particular exclusions. It is the policy of the Company to maintain adequate insurance coverage on all of our properties; and,in the opinion of management, all of our properties are adequately insured. We also obtain title insurance insuring fee titleto the properties in an aggregate amount which we believe to be adequate.

Stateand local rent control laws in certain jurisdictions may dictate the structure of rent increases and limit our ability to recoverincreases in operating expenses and the costs of capital improvements. In 2019, the State of New York enacted the Housing Stabilityand Tenant Protection Act of 2019, which, among other things, set maximum collectible rent increases. Rent control also affectstwo of our manufactured home communities in New Jersey. Enactment of such laws has been considered at various times in other jurisdictions.We presently expect to continue to maintain properties, and may purchase additional properties, in markets that are either subjectto rent control or in which rent related legislation exists or may be enacted.

Itis the policy of the Company to properly maintain, modernize, expand and make improvements to its properties when required. TheCompany anticipates that renovation expenditures with respect to its present properties during 2021 will be approximately $12million.

HumanCapital

Theattraction, motivation and retention of our employees are critical factors in furthering the growth and financial success of theCompany. We recognize that our ability to achieve the high standards we set for ourselves can best be accomplished by having adiverse team. We are committed to promoting diversity, equity and inclusion and our benefits programs are designed to achieveemployee satisfaction and advancement. As of March 5, 2021, the Company had approximately 440 employees, including officers.Approximately half of our management team and 44% of our total employee population are female. Over 35% of our employees are40 years of age or older and 30% are over 60 years of age. During each year, the Company hires additional part-timeand seasonal employees as grounds keepers and lifeguards and to conduct emergency repairs.

Ouremployees are fairly compensated as compared to employees of our competitors and are routinely recognized for outstandingperformance. They are offered regular opportunities to participate in professional development programs which focus on buildingtheir skills and capabilities. We conduct regional training sessions and are committed to providing a safe and healthy workplacethat is free from violence, intimidation and other unsafe or disruptive practices. We hold an annual employee meeting that includessafety training, as required under the federal Occupational, Safety and Health Act, as well as harassment training. TheCompany also offers a robust wellness program to its employees that incorporates health benefits, including incentives for enrollingin exercise classes and for gym memberships. This encourages our employees to improve their mental and physical well-being.

Informationabout our Executive Officers

Thefollowing table sets forth information with respect to the executive officers of the Company as of December 31, 2020:

Name		Age		Position
Eugene W. Landy		87		Chairman of the Board of Directors and Founder
Samuel A. Landy		60		President and Chief Executive Officer
Anna T. Chew		62		Vice President, Chief Financial and Accounting Officer and Treasurer
Craig Koster		45		General Counsel and Secretary
Brett Taft		31		Vice President and Chief Operating Officer

Environmental,Social and Governance (“ESG”) Considerations

TheCompany’s mission is to address the fundamental need of providing affordable housing and in doing so, create sustainableand environmentally friendly communities that have a positive societal impact. We recognize our obligation, as well as that ofour industry, to reduce our impact on the environment and to conserve natural resources. We continually invest in energy-efficienttechnology where practicable, including water and energy conservation initiatives, and are committed to incorporatingenvironmental and social considerations into our business practices to create value and enhance the communities where our residentslive. We also recognize the importance of good corporate governance in ensuring the Company’s continued success and maintainingthe confidence of our shareholders and financing sources. Our policies and practices are endorsed and supported by theCompany’s executive management, including its Director of ESG, and are regularly reviewed by the Board of Directors andits Nominating and Corporate Governance Committee.

CautionaryStatement Regarding Forward-Looking Statements

Certainstatements contained in this Annual Report on Form 10-Kthat are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statementsinclude statements about the Company’s expectations, beliefs, intentions, plans, objectives, goals, strategies, future events,performance and underlying assumptions and other statements that are not historical facts. Forward-looking statements can be identifiedby their use of forward-looking words, such as “may,” “will,” “anticipate,” “expect,”“believe,” “intend,” “plan,” “should,” “seek” or comparable terms,or the negative use of those words, but the absence of these words does not necessarily mean that a statement is not forward-looking.

Theforward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into accountall information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptionsand expectations can change as a result of many possible events or factors, not all of which are known to us. Some of these factorsare described below and under the headings “Business”, “Risk Factors” and “Management’s Discussionand Analysis of Financial Condition and Results of Operations”. These and other risks, uncertainties and factors could causeour actual results to differ materially from those included in any forward-looking statements we make. Any forward-looking statementspeaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us topredict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, updateor revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factorsthat could cause actual results to differ materially from our expectations include, among others:

	●	changes in the real estate market conditions and general economic conditions;
	●	risks and uncertainties related to the COVID-19 pandemic;
	●	the inherent risks associated with owning real estate, including local real estate market conditions, governing laws and regulations affecting manufactured housing communities and illiquidity of real estate investments;

	●	increased competition in the geographic areas in which we own and operate manufactured housing communities;
	●	our ability to continue to identify, negotiate and acquire manufactured housing communities and/or vacant land which may be developed into manufactured housing communities on terms favorable to us;
	●	our ability to maintain rental rates and occupancy levels;
	●	changes in market rates of interest;
	●	our ability to repay debt financing obligations;
	●	our ability to refinance amounts outstanding under our credit facilities at maturity on terms favorable to us;
	●	our ability to comply with certain debt covenants;
	●	our ability to integrate acquired properties and operations into existing operations;
	●	the availability of other debt and equity financing alternatives;
	●	continued ability to access the debt or equity markets;
	●	the loss of any member of our management team;
	●	our ability to maintain internal controls and processes to ensure all transactions are accounted for properly, all relevant disclosures and filings are made in a timely manner in accordance with all rules and regulations, and any potential fraud or embezzlement is thwarted or detected;
	●	the ability of manufactured home buyers to obtain financing;
	●	the level of repossessions by manufactured home lenders;
	●	market conditions affecting our investment securities;
	●	changes in federal or state tax rules or regulations that could have adverse tax consequences;
	●	our ability to qualify as a real estate investment trust for federal income tax purposes; and,
	●	those risks and uncertainties referenced under the heading “Risk Factors” contained in this Form 10-K and the Company’s filings with the Securities and Exchange Commission (“SEC”).

Youshould not place undue reliance on these forward-looking statements, as events described or implied in such statements may notoccur. The forward-looking statements contained in this Annual Report on Form 10-K speak only as of the date hereof andthe Company expressly disclaims any obligation to publicly update or revise any forward-looking statements, whether asa result of new information, future events, or otherwise.

AvailableInformation

Additionalinformation about the Company can be found on the Company’s website which is located at www.umh.reit . Informationcontained on or hyperlinked from our website is not incorporated by reference into and should not be considered part of this AnnualReport on Form 10-K or our other filings with the SEC. The Company makes available, free of charge, on or through its website,annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filedor furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicableafter we electronically file such material with, or furnish it to, the SEC. The SEC maintains an Internet site (http://www.sec.gov)that contains reports, proxy and information statements, and other information regarding issuers that file electronically withthe SEC.

Item1A – Risk Factors

Ourbusiness faces many risks. The following risk factors may not be the only risks we face but address what we believe may be thematerial risks concerning our business at this time. If any of the risks discussed in this report were to occur, our business,prospects, financial condition, results of operation and our ability to service our debt and make distributions to our shareholderscould be materially and adversely affected and the market price per share of our stock could decline significantly. Some statementsin this report, including statements in the following risk factors, constitute forward-looking statements. Please refer to thesection entitled “Cautionary Statement Regarding Forward-Looking Statements.”

RealEstate Industry Risks

Generaleconomic conditions and the concentration of our properties in certain states may affect our ability to generate sufficient revenue. The market and economic conditions in our current markets may significantly affect manufactured home occupancy or rentalrates. Occupancy and rental rates, in turn, may significantly affect our revenues, and if our communities do not generate revenuessufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay orrefinance our debt obligations could be adversely affected. As a result of the geographic concentration of our properties inten states in the Eastern United States, we are exposed to the risks of downturns in the local economy or other local realestate market conditions which could adversely affect occupancy rates, rental rates, and property values in these markets.

Otherfactors that may affect general economic conditions or local real estate conditions include:

	●	the national and local economic climate, including that of the energy-market dependent Marcellus and Utica Shale regions, may be adversely impacted by, among other factors, potential restrictions on drilling, plant closings, and industry slowdowns;
	●	local real estate market conditions such as the oversupply of manufactured homesites or a reduction in demand for manufactured homesites in an area;
	●	the number of repossessed homes in a particular market;
	●	the lack of an established dealer network;
	●	the rental market which may limit the extent to which rents may be increased to meet increased expenses without decreasing occupancy rates;
	●	the safety, convenience and attractiveness of our properties and the neighborhoods where they are located;
	●	zoning or other regulatory restrictions;
	●	competition from other available manufactured home communities and alternative forms of housing (such as apartment buildings and single-family homes);
	●	our ability to provide adequate management, maintenance and insurance;
	●	a pandemic or other health crisis, such as the outbreak of COVID-19;
	●	increased operating costs, including insurance premiums, real estate taxes and utilities; and
	●	the enactment of rent control laws or laws taxing the owners of manufactured homes.

Ourincome would also be adversely affected if tenants were unable to pay rent or if sites were unable to be rented on favorable terms.If we were unable to promptly relet or renew the leases for a significant number of sites, or if the rental rates upon such renewalor reletting were significantly lower than expected rates, then our business and results of operations could be adversely affected.In addition, certain expenditures associated with each property (such as real estate taxes and maintenance costs) generally arenot reduced when circumstances cause a reduction in income from the property.

Wemay be unable to compete with our larger competitors for acquisitions, which may increase prices for communities. Thereal estate business is highly competitive. We compete for manufactured home community investments with numerous other real estateentities, such as individuals, corporations, REITs and other enterprises engaged in real estate activities. In many cases, thecompeting competitors may be larger and better financed than we are, making it difficult for us to secure new manufactured homecommunity investments. Competition among private and institutional purchasers of manufactured home community investments has resultedin increases in the purchase price paid for manufactured home communities and consequently higher fixed costs. To the extent weare unable to effectively compete in the marketplace, our business may be adversely affected.

Wemay not be able to integrate or finance our acquisitions and our acquisitions may not perform as expected. We acquireand intend to continue to acquire manufactured home communities on a select basis. Our acquisition activities and their successare subject to risks, including the following:

	●	if we enter into an acquisition agreement for a property, it is usually subject to customary conditions to closing, including completion of due diligence investigations to our satisfaction, which may not be satisfied;
	●	we may be unable to finance acquisitions on favorable terms;
	●	acquired properties may fail to perform as expected;
	●	the actual costs of repositioning or redeveloping acquired properties may be higher than our estimates;
	●	acquired properties may be located in new markets where we face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area and unfamiliarity with local governmental and permitting procedures; and
	●	we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations.

Ifany of the above were to occur, our business and results of operations could be adversely affected.

Inaddition, we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respectto unknown liabilities. As a result, if a liability were to be asserted against us based upon ownership of those properties, wemight have to pay substantial sums to settle it, which could adversely affect our cash flow.

Wemay be unable to finance or accurately estimate or anticipate costs and timing associated with expansion activities. We periodically consider expansion of existing communities and development of new communities. Our expansion and developmentactivities are subject to risks such as:

	●	we may not be able to obtain financing with favorable terms for community development which may make us unable to proceed with the development;
	●	we may be unable to obtain, or may face delays in obtaining, necessary zoning, building and other governmental permits and authorizations, which could result in increased costs and delays, and even require us to abandon development of a community entirely if we are unable to obtain such permits or authorizations;
	●	we may abandon development opportunities that we have already begun to explore and as a result we may not recover expenses already incurred in connection with exploring such development opportunities;
	●	we may be unable to complete construction and lease-up of a community on schedule resulting in increased debt service expense and construction costs;
	●	we may incur construction and development costs for a community which exceed our original estimates due to increased materials, labor or other costs, which could make completion of the community uneconomical and we may not be able to increase rents to compensate for the increase in development costs which may impact our profitability;

	●	we may be unable to secure long-term financing on completion of development resulting in increased debt service and lower profitability; and
	●	occupancy rates and rents at a newly developed community may fluctuate depending on several factors, including market and economic conditions, which may result in the community not being profitable.

Ifany of the above were to occur, our business and results of operations could be adversely affected.

Wemay be unable to sell properties when appropriate because real estate investments are illiquid. Real estate investmentsgenerally cannot be sold quickly and, therefore, will tend to limit our ability to vary our property portfolio promptly in responseto changes in economic or other conditions. In addition, the Code limits our ability to sell our properties. The inability torespond promptly to changes in the performance of our property portfolio could adversely affect our financial condition and abilityto service our debt and make distributions to our stockholders.

Ourability to sell manufactured homes may be affected by various factors, which may in turn adversely affect our profitability. S&F operates in the manufactured home market offering homes for sale to tenants and prospective tenants of our communities.The market for the sale of manufactured homes may be adversely affected by the following factors:

	●	downturns in economic conditions which adversely impact the housing market;
	●	an oversupply of, or a reduced demand for, manufactured homes;
	●	the ability of manufactured home manufacturers to adapt to change in the economic climate and the availability of units from these manufacturers;
	●	the difficulty facing potential purchasers in obtaining affordable financing as a result of heightened lending criteria; and
	●	an increase or decrease in the rate of manufactured home repossessions which provide aggressively priced competition to new manufactured home sales.

Anyof the above listed factors could adversely impact our rate of manufactured home sales, which would result in a decrease in profitability.

Licensinglaws and compliance could affect our profitability. We are subject to the Secure and Fair Enforcement for Mortgage LicensingAct of 2008 (“SAFE Act”), which requires that we obtain appropriate licenses pursuant to the Nationwide Mortgage LicensingSystem & Registry in each state where we conduct business. There are extensive federal and state requirements mandated bythe SAFE Act and other laws pertaining to financing, including the Dodd-Frank Wall Street Reform and Consumer Protection Act,and there can be no assurance that we will obtain or renew our SAFE Act licenses, which could result in fees and penaltiesand have an adverse impact on our ability to continue with our home financing activities.

Costsassociated with taxes and regulatory compliance may reduce our revenue. We are subject to significant regulation thatinhibits our activities and may increase our costs. Local zoning and use laws, environmental statutes and other governmental requirementsmay restrict expansion, rehabilitation and reconstruction activities. These regulations may prevent us from taking advantage ofeconomic opportunities. Legislation such as the Americans with Disabilities Act may require us to modify our properties at a substantialcost and noncompliance could result in the imposition of fines or an award of damages to private litigants. Future legislationmay impose additional requirements. We cannot predict what requirements may be enacted or amended or what costs we will incurto comply with such requirements. Costs resulting from changes in real estate laws, income taxes, service or other taxes may adverselyaffect our funds from operations and our ability to pay or refinance our debt. Similarly, changes in laws increasing the potentialliability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditionsmay result in significant unanticipated expenditures, which would adversely affect our business and results of operations.

Lawsand regulations also govern the provision of utility services. Such laws regulate, for example, how and to what extent ownersor operators of property can charge renters for provision of utilities. Such laws can also regulate the operations and performanceof utility systems and may impose fines and penalties on real property owners or operators who fail to comply with these requirements.The laws and regulations may also require capital investment to maintain compliance.

Rentcontrol legislation may harm our ability to increase rents. State and local rent control laws in certain jurisdictionsmay limit our ability to increase rents and to recover increases in operating expenses and the costs of capital improvements.In 2019, the State of New York enacted the Housing Stability and Tenant Protection Act of 2019, which, among other things, setmaximum collectible rent increases. Rent control also affects two of our manufactured home communities in New Jersey. Enactmentof such laws has been considered at various times in other jurisdictions. We presently expect to continue to maintain properties,and may purchase additional properties, in markets that are either subject to rent control or in which rent related legislationexists or may be enacted.

Environmentalliabilities could affect our profitability. Under various federal, state and local laws, ordinances and regulations, anowner or operator of real estate is liable for the costs of removal or remediation of certain hazardous substances at, on, underor in such property, as well as certain other potential costs relating to hazardous or toxic substances. Such laws often imposesuch liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous substances.A conveyance of the property, therefore, does not relieve the owner or operator from liability. As a current or former owner andoperator of real estate, we may be required by law to investigate and clean up hazardous substances released at or from the propertieswe currently own or operate or have in the past owned or operated. We may also be liable to the government or to third partiesfor property damage, investigation costs and cleanup costs. In addition, some environmental laws create a lien on the contaminatedsite in favor of the government for damages and costs the government incurs in connection with the contamination. Contaminationmay adversely affect our ability to sell or lease real estate or to borrow using the real estate as collateral. Persons who arrangefor the disposal or treatment of hazardous substances also may be liable for the costs of removal or remediation of such substancesat a disposal or treatment facility owned or operated by another person. In addition, certain environmental laws impose liabilityfor the management and disposal of asbestos-containing materials and for the release of such materials into the air. These lawsmay provide for third parties to seek recovery from owners or operators of real properties for personal injury associated withasbestos-containing materials. In connection with the ownership, operation, management, and development of real properties, wemay be considered an owner or operator of such properties and, therefore, are potentially liable for removal or remediation costs,and also may be liable for governmental fines and injuries to persons and property. When we arrange for the treatment or disposalof hazardous substances at landfills or other facilities owned by other persons, we may be liable for the removal or remediationcosts at such facilities. We are not aware of any environmental liabilities relating to our investment properties which wouldhave a material adverse effect on our business, assets, or results of operations. However, we cannot assure you that environmentalliabilities will not arise in the future and that such liabilities will not have a material adverse effect on our business, assetsor results of operations.

Ofthe 124 manufactured home communities we operated as of December 31, 2020, 47 have their own wastewater treatment facilityor water distribution system, or both. At these locations, we are subject to compliance with monthly, quarterly and yearly testingfor contaminants as outlined by the individual state’s Department of Environmental Protection Agencies. Currently, our community-ownedmanufactured homes are not subject to radon or asbestos monitoring requirements.

Additionally,in connection with the management of the properties or upon acquisition or financing of a property, the Company authorizes thepreparation of Phase I or similar environmental reports (which involves general inspections without soil sampling or ground wateranalysis) completed by independent environmental consultants. Based upon such environmental reports and the Company’s ongoingreview of its properties, as of the date of this Annual Report, the Company is not aware of any environmental condition with respectto any of its properties which it believes would be reasonably likely to have a material adverse effect on its financial conditionand/or results of operations. However, these reports cannot reflect conditions arising after the studies were completed, and noassurances can be given that existing environmental studies reveal all environmental liabilities, that any prior owner or operatorof a property or neighboring owner or operator did not create any material environmental condition not known to us, or that amaterial environmental condition does not otherwise exist as to any one or more properties.

Someof our properties are subject to potential natural or other disasters. Certain of our manufactured home communities arelocated in areas that may be subject to natural disasters, including our manufactured home communities in flood plains, in areasthat may be adversely affected by tornados and in coastal regions that may be adversely affected by increases in sea levelsor in the frequency or severity of hurricanes, tropical storms or other severe weather conditions. The occurrence of natural disastersmay delay redevelopment or development projects, increase investment costs to repair or replace damaged properties, increase futureproperty insurance costs and negatively impact the tenant demand for lease space. To the extent insurance is unavailable to usor is unavailable on acceptable terms, or our insurance is not adequate to cover losses from these events, our financial conditionand results of operations could be adversely affected.

Climatechange may adversely affect our business. Tothe extent that significant changes in the climate occur in areas where our properties are located, we may experience extremeweather and changes in precipitation and temperature, all of which may result in physical damage to or a decrease in demand forproperties located in these areas or affected by these conditions. Should the impact of climate change be material in nature,including significant property damage to or destruction of our properties, or occur for lengthy periods of time, our financialcondition or results of operations may be adversely affected. In addition, changes in federal, state and local legislation andregulations based on concerns about climate change could result in increased capital expenditures on our properties (for example,to improve their energy efficiency and/or resistance to inclement weather) without a corresponding increase in revenue, resultingin adverse impacts to our net income.

Actionsby our competitors may decrease or prevent increases in the occupancy and rental rates of our properties which could adverselyaffect our business. We compete with other owners and operators of manufactured home community properties, some of whichown properties similar to ours in the same submarkets in which our properties are located. The number of competitive manufacturedhome community properties in a particular area could have a material adverse effect on our ability to attract tenants, lease sitesand maintain or increase rents charged at our properties or at any newly acquired properties. In addition, other forms of multi-familyresidential properties, such as private and federally funded or assisted multi-family housing projects and single-family housing,provide housing alternatives to potential tenants of manufactured home communities. If our competitors offer housing at rentalrates below current market rates or below the rental rates we currently charge our tenants, we may lose potential tenants, andwe may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants’leases expire. As a result, our financial condition, cash flow, cash available for distribution, and ability to satisfy our debtservice obligations could be materially adversely affected.

Lossesin excess of our insurance coverage or uninsured losses could adversely affect our cash flow. We generally maintain insurancepolicies related to our business, including casualty, general liability and other policies covering business operations, employeesand assets. However, we may be required to bear all losses that are not adequately covered by insurance. In addition, there arecertain losses that are not generally insured because it is not economically feasible to insure against them, including lossesdue to riots, acts of war or other catastrophic events. If an uninsured loss or a loss in excess of insured limits occurs withrespect to one or more of our properties, then we could lose the capital we invested in the properties, as well as the anticipatedprofits and cash flow from the properties and, in the case of debt which is with recourse to us, we would remain obligated forany mortgage debt or other financial obligations related to the properties. Although we believe that our insurance programs areadequate, no assurance can be given that we will not incur losses in excess of its insurance coverage, or that we will be ableto obtain insurance in the future at acceptable levels and reasonable cost.

Ourinvestments are concentrated in the manufactured housing/residential sector and our business would be adversely affected by aneconomic downturn in that sector. Our investments in real estate assets are primarily concentrated in the manufacturedhousing/residential sector. This concentration may expose us to the risk of economic downturns in this sector to a greater extentthan if our business activities included a more significant portion of other sectors of the real estate industry.

FinancingRisks

Weface risks generally associated with our debt . We finance a portion of our investments in properties and marketable securitiesthrough debt. We are subject to the risks normally associated with debt financing, including the risk that our cash flow willbe insufficient to meet required payments of principal and interest. In addition, debt creates other risks, including:

	●	rising interest rates on our variable rate debt;
	●	inability to repay or refinance existing debt as it matures, which may result in forced disposition of assets on disadvantageous terms;
	●	refinancing terms less favorable than the terms of existing debt; and
	●	failure to meet required payments of principal and/or interest.

Wemortgage our properties, which subjects us to the risk of foreclosure in the event of non-payment. We mortgage many ofour properties to secure payment of indebtedness. If we are unable to meet mortgage payments, then the property could be foreclosedupon or transferred to the mortgagee with a consequent loss of income and asset value. A foreclosure of one or more of our propertiescould adversely affect our financial condition, results of operations, cash flow, ability to service debt and make distributionsand the market price of our preferred and common stock and any other securities we issue.

Weface risks related to “balloon payments” and refinancings. Certain of our mortgages will have significantoutstanding principal balances on their maturity dates, commonly known as “balloon payments.” There can be no assurancethat we will be able to refinance the debt on favorable terms or at all. To the extent we cannot refinance debt on favorable termsor at all, we may be forced to dispose of properties on disadvantageous terms or pay higher interest rates, either of which wouldhave an adverse impact on our financial performance and ability to service debt and make distributions.

Weface risks associated with our dependence on external sources of capital . In order to qualify as a REIT, we are requiredeach year to distribute to our stockholders at least 90% of our REIT taxable income, and we are subject to tax on our income tothe extent it is not distributed. Because of this distribution requirement, we may not be able to fund all future capital needsfrom cash retained from operations. As a result, to fund capital needs, we rely on third-party sources of capital, which we maynot be able to obtain on favorable terms, if at all. Our access to third-party sources of capital depends upon a number of factors,including (i) general market conditions; (ii) the market’s perception of our growth potential; (iii) our current and potentialfuture earnings and cash distributions; and (iv) the market price of our preferred and common stock. Additional debt financingmay substantially increase our debt-to-total capitalization ratio. Additional equity issuance may dilute the holdings of our currentstockholders.

Wemay become more highly leveraged, resulting in increased risk of default on our obligations and an increase in debt service requirementswhich could adversely affect our financial condition and results of operations and our ability to pay distributions. Wehave incurred, and may continue to incur, indebtedness in furtherance of our activities. Our governing documents do not limitthe amount of indebtedness we may incur. Accordingly, our Board of Directors may vote to incur additional debt and would do so,for example, if it were necessary to maintain our status as a REIT. We could therefore become more highly leveraged, resultingin an increased risk of default on our obligations and in an increase in debt service requirements, which could adversely affectour financial condition and results of operations and our ability to pay distributions to stockholders.

Fluctuationsin interest rates could materially affect our financial results. Because a portion of our debt bears interest at variablerates, increases in interest rates could materially increase our interest expense. If the U.S. Federal Reserve increases short-terminterest rates, this may have a significant upward impact on shorter-term interest rates, including the interest rates that ourvariable rate debt is based upon. Potential future increases in interest rates and credit spreads may increase our interest expenseand therefore negatively affect our financial condition and results of operations, and reduce our access to the debt or equitycapital markets.

Wemay be adversely affected by changes in the London Interbank Offered Rate (“LIBOR”) or the method in which LIBOR isdetermined. A portion of our debt bears interest at variable rates based on LIBOR for deposits of U.S. dollars. The UnitedKingdom’s Financial Conduct Authority, which regulates LIBOR, has announced that it intends to stop encouraging or requiringbanks to submit LIBOR rates after 2021, and it is likely that, over time, LIBOR may be replaced by the Secured Overnight FinancingRate (“SOFR”) published by the Federal Reserve Bank of New York or another alternative benchmark. We are monitoringthis activity and evaluating the related risks. Although the full impact of such reforms and actions, together with any transitionaway from LIBOR, alternative reference rates or other reforms , remains unclear, thesechanges may have a material adverse impact on the availability of financing, including LIBOR-based loans, and as a result on ourfinancing costs.

Covenantsin our credit agreements could limit our flexibility and adversely affect our financial condition . The terms of our variouscredit agreements and other indebtedness require us to comply with a number of customary financial and other covenants, such asmaintaining debt service coverage and leverage ratios and maintaining insurance coverage. These covenants may limit our flexibilityin our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtednesseven if we had satisfied our payment obligations. If we were to default under our credit agreements, our financial condition wouldbe adversely affected.

Achange in the U.S. government policy with regard to Fannie Mae and Freddie Mac could impact our financial condition. FannieMae and Freddie Mac are major sources of financing for the manufactured housing real estate sector. We depend frequently on FannieMae and Freddie Mac to finance growth by purchasing or guaranteeing manufactured housing community loans. We do not know whenor if Fannie Mae or Freddie Mac will restrict their support of lending to our real estate sector or to us in particular. A decisionby the government to eliminate Fannie Mae or Freddie Mac, or reduce their acquisitions or guarantees of our mortgage loans, mayadversely affect interest rates, capital availability and our ability to refinance our existing mortgage obligations as they comedue and obtain additional long-term financing for the acquisition of additional communities on favorable terms or at all.

Weface risks associated with the financing of home sales to customers in our manufactured home communities. To produce newrental revenue and to upgrade our communities, we sell homes to customers in our communities at competitive prices and financethese home sales through S&F. We allow banks and outside finance companies the first opportunity to finance these sales. Weare subject to the following risks in financing these homes:

	●	the borrowers may default on these loans and not be able to make debt service payments or pay principal when due;
	●	the default rates may be higher than we anticipate;
	●	demand for consumer financing may not be as great as we anticipate or may decline;
	●	the value of property securing the installment notes receivable may be less than the amounts owed; and
	●	interest rates payable on the installment notes receivable may be lower than our cost of funds.

Additionally,there are many regulations pertaining to our home sales and financing activities. There are significant consumer protection lawsand the regulatory framework may change in a manner which may adversely affect our operating results. The regulatory environmentand associated consumer finance laws create a risk of greater liability from our home sales and financing activities and couldsubject us to additional litigation. We are also dependent on licenses granted by state and other regulatory authorities, whichmay be withdrawn or which may not be renewed and which could have an adverse impact on our ability to continue with our home salesand financing activities.

RisksRelated to our Status as a REIT

Ifour leases are not respected as true leases for federal income tax purposes, we would fail to qualify as a REIT. To qualifyas a REIT, we must, among other things, satisfy two gross income tests, under which specified percentages of our gross incomemust be certain types of passive income, such as rent. For the rent paid pursuant to our leases to qualify for purposes of thegross income tests, the leases must be respected as true leases for federal income tax purposes and not be treated as servicecontracts, joint ventures or some other type of arrangement. We believe that our leases will be respected as true leases for federalincome tax purposes. However, there can be no assurance that the Internal Revenue Service (“IRS”) will agree withthis view. If the leases are not respected as true leases for federal income tax purposes, we would not be able to satisfy eitherof the two gross income tests applicable to REITs, and we could lose our REIT status.

Failureto make required distributions would subject us to additional tax. In order to qualify as a REIT, we must, among otherrequirements, distribute, each year, to our stockholders at least 90% of our taxable income, excluding net capital gains. To theextent that we satisfy the 90% distribution requirement, but distribute less than 100% of our taxable income, we will be subjectto federal corporate income tax on our undistributed income. In addition, we will incur a 4% nondeductible excise tax on the amount,if any, by which our distributions (or deemed distributions) in any year are less than the sum of:

	●	85% of our ordinary income for that year;
	●	95% of our capital gain net earnings for that year; and
	●	100% of our undistributed taxable income from prior years.

Tothe extent we pay out in excess of 100% of our taxable income for any tax year, we may be able to carry forward such excess tosubsequent years to reduce our required distributions for purposes of the 4% nondeductible excise tax in such subsequent years.We intend to pay out our income to our stockholders in a manner intended to satisfy the 90% distribution requirement. Differencesin timing between the recognition of income and the related cash receipts or the effect of required debt amortization paymentscould require us to borrow money or sell assets to pay out enough of our taxable income to satisfy the 90% distribution requirementand to avoid corporate income tax.

Wemay not have sufficient cash available from operations to pay distributions to our stockholders, and, therefore, distributionsmay be made from borrowings. The actual amount and timing of distributions to our stockholders will be determined by ourBoard of Directors in its discretion and typically will depend on the amount of cash available for distribution, which will dependon items such as current and projected cash requirements, limitations on distributions imposed by law on our financing arrangementsand tax considerations. As a result, we may not have sufficient cash available from operations to pay distributions as requiredto maintain our status as a REIT. Therefore, we may need to borrow funds to make sufficient cash distributions in order to maintainour status as a REIT, which may cause us to incur additional interest expense as a result of an increase in borrowed funds forthe purpose of paying distributions.

Wemay be required to pay a penalty tax upon the sale of a property. The federal income tax provisions applicable to REITsprovide that any gain realized by a REIT on the sale of property held as inventory or other property held primarily for sale tocustomers in the ordinary course of business is treated as income from a “prohibited transaction” that is subjectto a 100% penalty tax. Under current law, unless a sale of real property qualifies for a safe harbor, the question of whetherthe sale of real estate or other property constitutes the sale of property held primarily for sale to customers is generally aquestion of the facts and circumstances regarding a particular transaction. We intend that we and our subsidiaries will hold theinterests in the real estate for investment with a view to long-term appreciation, engage in the business of acquiring and owningreal estate, and make occasional sales as are consistent with our investment objectives. We do not intend to engage in prohibitedtransactions. We cannot assure you, however, that we will only make sales that satisfy the requirements of the safe harbors orthat the IRS will not successfully assert that one or more of such sales are prohibited transactions.

Wemay be adversely affected if we fail to qualify as a REIT . If we fail to qualify as a REIT, we will not be allowedto deduct distributions to shareholders in computing our taxable income and will be subject to federal income tax at regular corporaterates and possibly increased state and local taxes. In addition, we might be barred from qualification as a REIT for the fouryears following the year of disqualification. The additional tax incurred at regular corporate rates would reduce significantlythe cash flow available for distribution to shareholders and for debt service. Furthermore, we would no longer be required tomake any distributions to our shareholders as a condition to REIT qualification. Any distributions to shareholders would be taxableas ordinary income to the extent of our current and accumulated earnings and profits, although such dividend distributions tonon-corporate shareholders would be subject to a maximum federal income tax rate of 20% (and potentially a Medicare taxof 3.8%), provided applicable requirements of the Code are satisfied. Furthermore, corporate shareholders may be eligible forthe dividends received deduction on the distributions, subject to limitations under the Code. Additionally, if we fail to qualifyas a REIT, non-corporate stockholders would no longer be able to deduct up to 20% of our dividends (other than capital gain dividendsand dividends treated as qualified dividend income), as would otherwise generally be permitted for taxable years beginning afterDecember 31, 2017 and before January 1, 2026.

Toqualify as a REIT, we must comply with certain highly technical and complex requirements . We cannot be certain we havecomplied, and will always be able to comply, with the requirements to qualify as a REIT because there are few judicial and administrativeinterpretations of these provisions. In addition, facts and circumstances that may be beyond our control may affect our abilityto continue to qualify as a REIT. We cannot assure you that new legislation, regulations, administrative interpretations or courtdecisions will not change the tax laws significantly with respect to our qualification as a REIT or with respect to the Federalincome tax consequences of qualification. We believe that we have qualified as a REIT since our inception and intend to continueto qualify as a REIT. However, we cannot assure you that we are so qualified or will remain so qualified.

Thereis a risk of changes in the tax law applicable to REITs . Because the IRS, the U.S. Treasury Department and Congress frequentlyreview federal income tax legislation, we cannot predict whether, when or to what extent new federal tax laws, regulations, interpretationsor rulings will be adopted. Numerous changes to the U.S. federal income tax laws are proposed on a regular basis. Any of suchlegislative action may prospectively or retroactively modify our tax treatment and, therefore, may adversely affect taxation ofus and/or our investors. Additionally, the REIT rules are constantly under review by persons involved in the legislative processand by the IRS and the U.S. Treasury Department, which may result in revisions to regulations and interpretations in additionto statutory changes. Furthermore, members of the U.S. Congress and the Biden administration have expressed intent to passlegislation to change or repeal parts of currently enacted tax law, including, in particular, legislation that will increase corporatetax rates from the current flat rate of 21%. If enacted, certain proposed changes could have an adverse impact on our businessand financial results. Importantly, legislation has been proposed in several states specifically taxing REITs. If such legislationwere to be enacted, our income from such states would be adversely impacted.

Theact popularly known as the Tax Cuts and Jobs Act of 2017 (the “TCJA”), as amended by the Coronavirus Aid, Relief,and Economic Security Act (“CARES Act”), has significantly changed the U.S. federal income taxation of U.S. businessesand their owners, including REITs and their shareholders. On March 27, 2020, the CARES Act, federal legislation intended toameliorate the economic impact of the COVID-19 pandemic, was signed into law. The CARES Act made technical corrections, or temporarymodifications, to certain of the provisions of the TCJA. The individual and collective impact of the changes made by the TCJAand the CARES Act on REITs and their security holders are uncertain and may not become evident for some period of time. It isalso possible that additional legislation could be enacted in the future as a result of the ongoing COVID-19 pandemic which mayaffect the holders of our securities. Changes made by the TCJA and the CARES Act that could affect us and our shareholdersinclude:

	●	temporarily reducing individual U.S. federal income tax rates on ordinary income; the highest individual U.S. federal income tax rate has been reduced from 39.6% to 37% for taxable years beginning after December 31, 2017 and before January 1, 2026;
	●	permanently eliminating the progressive corporate tax rate structure, with a maximum corporate tax rate of 35%, and replacing it with a flat corporate tax rate of 21%;
	●	permitting a deduction for certain pass-through business income, including dividends received by our shareholders from us that are not designated by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and estates to deduct up to 20% of such amounts for taxable years beginning after December 31, 2017 and before January 1, 2026;
	●	reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;

	●	limiting our deduction for net operating losses (“NOL’s”) to 80% of REIT taxable income (prior to the application of the dividends paid deduction) (this was modified by the CARES Act as discussed below);
	●	generally limiting the deduction for net business interest expense in excess of a specified percentage (50% for taxable years beginning in 2019 and 2020 and 30% for subsequent taxable years) of a business’s adjusted taxable income except for taxpayers that engage in certain real estate businesses and elect out of this rule (provided that such electing taxpayers must use an alternative depreciation system for certain property). The CARES Act increases this interest limitation to 50% for taxable years beginning in 2019 or 2020 (with special rules applicable to interest allocation from entities treated as partnerships for tax purposes) and permits an entity to elect to use its 2019 adjusted taxable income to calculate the applicable limitation for its 2020 taxable year; and
	●	eliminating the corporate alternative minimum tax.

The CARES Act significantly modified the treatment of NOLs. Generally, a corporate taxpayer mustpay tax on its net capital gain at ordinary corporate rates and may deduct capital losses only to the extent of capital gains,though excess capital losses may be carried forward indefinitely. As discussed above, under the TCJA, corporate NOLs arising intax years beginning after December 31, 2017, can only offset 80% of taxable income (before the dividends paid deduction). TheseNOLs can now be carried forward indefinitely instead of the previous 20-year limitation, and carrybacks of these losses are nolonger permitted. NOLs arising in tax years beginning before December 31, 2017 retain the same rules, and can be carried backtwo years and forward 20 years. There is no taxable income limit to usage of such losses. The CARES Act repeals the above 80%limitation for taxable years beginning before January 1, 2021, and allows a five-year carryback for NOLs arising in 2018, 2019or 2020. This NOL carryback does not apply directly to REITs, however, taxable REIT subsidiaries are eligible to carry back NOLsand may benefit from this provision.

TheTCJA and the CARES Act are subject to potential amendments andtechnical corrections, as well as interpretations and implementing regulations by the United States Treasury Department and theIRS, any of which could lessen or increase certain impacts of the TCJA and/or the CARES Act. Some technical corrections,proposed regulations and final regulations have already been promulgated, some of which specifically address REITs. It is unclearhow these U.S. federal income tax changes will affect state and local taxation in various states and localities, which often usefederal taxable income as a starting point for computing state and local tax liabilities. You are urged to consult with your taxadvisor with respect to the status of legislative, regulatory, judicial or administrative developments and proposals and theirpotential effect on an investment in our securities.

Wemay be unable to comply with the strict income distribution requirements applicable to REITs . To maintain qualificationas a REIT under the Code, a REIT must annually distribute to its stockholders at least 90% of its REIT taxable income, excludingthe dividends paid deduction and net capital gains. This requirement limits our ability to accumulate capital. We may not havesufficient cash or other liquid assets to meet the distribution requirements. Difficulties in meeting the distribution requirementsmight arise due to competing demands for our funds or to timing differences between tax reporting and cash receipts and disbursements,because income may have to be reported before cash is received, because expenses may have to be paid before a deduction is allowed,because deductions may be disallowed or limited or because the IRS may make a determination that adjusts reported income. In thosesituations, we might be required to borrow funds or sell properties on adverse terms in order to meet the distribution requirementsand interest and penalties could apply which could adversely affect our financial condition. If we fail to make a required distribution,we could cease to be taxed as a REIT.

Ourtaxable REIT subsidiary (“TRS”) is subject to special rules that may result in increased taxes. As a REIT,we must pay a 100% penalty tax on certain payments that we receive if the economic arrangements between us and our TRS is notcomparable to similar arrangements between unrelated parties. The IRS may successfully assert that the economic arrangements ofany of our inter-company transactions are not comparable to similar arrangements between unrelated parties. This would resultin unexpected tax liability which would adversely affect our cash flows.

Notwithstandingour status as a REIT, we are subject to various federal, state and local taxes on our income and property . For example,we will be taxed at regular corporate rates on any undistributed taxable income, including undistributed net capital gains; provided,however, that properly designated undistributed capital gains will effectively avoid taxation at the stockholder level. We maybe subject to other Federal income taxes and may also have to pay some state income or franchise taxes because not all statestreat REITs in the same manner as they are treated for federal income tax purposes.

GeneralRisk Factors

Weface various risks and uncertainties related to public health crises, including the ongoing COVID-19 pandemic. The COVID-19 pandemicand its consequences may have a material adverse effect on us. We face various risks and uncertainties relatedto public health crises, including the ongoing global COVID-19 pandemic, which has disrupted financial markets and significantlyimpacted worldwide economic activity and is likely to continue to do so. The future effects of the evolving impact of the COVID-19pandemic as well as mandatory and voluntary actions taken to mitigate the public health impact of the pandemic may have a materialadverse effect on our financial condition. The COVID-19 pandemic and social and governmental responses to the pandemic have caused,and are likely to continue to cause, severe economic, market and other disruptions worldwide. Although the COVID-19 pandemic andrelated societal and government responses have not, to date, had a material impact on our business or financial results, the extentto which COVID-19 and related actions may, in the future, impact our operations cannot be predicted with any degree of confidence.As a result, we cannot at this time predict the direct or indirect impact on us of the COVID-19 pandemic, but itcould have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

We may not beable to evict tenants for nonpayment of rent in a timely manner due to federal, state and local eviction moratoriums enacted inresponse to the COVID-19 pandemic. TheCenters for Disease Control and Prevention (CDC) issued an order (the “Moratorium”), which became effective on September4, 2020, temporarily halting residential evictions of any consumers for failure to pay rent until December 31, 2020. The Moratoriumrequires renters to file sworn declarations stating they are eligible for the relief, despite their best efforts to procure governmentassistance, because they earn less than a certain income amount, have suffered a loss of income or employment, have used bestefforts to make timely partial payments and that eviction would likely render them homeless. The Moratorium does not relieve anyindividual of any obligation to pay rent nor does it prevent the “charging or collecting of fees, penalties, or interestas a result of the failure to pay rent or other housing payment on a timely basis.” Further, landlords and property managersstill have the ability to evict for health and safety reasons. The Consolidated Appropriations Act, 2021 was signed into law bythe President on December 27, 2020, and extended the expiration of the CDC moratorium to March 31, 2021. President Biden has expressedinterest in further extending the Moratorium past that date. However, on February 25, 2021, US. District Judge J. Campbell Barkerissued an opinion ruling that the Moratorium is unconstitutional. Given the uncertainty regarding the Moratorium and the presenceof state and local eviction moratoriums in some other areas where we operate, we cannot be certain as toour ability to evict residents for nonpayment of rent which can increase tenant delinquencies. However, to date, our rent collectionshave not been materially impacted by eviction moratoriums or the COVID-19 pandemic.

Wemay not be able to obtain adequate cash to fund our business. Our business requires access to adequate cash to financeour operations, distributions, capital expenditures, debt service obligations, development and redevelopment costs and propertyacquisition costs, if any. We expect to generate the cash to be used for these purposes primarily with operating cash flow, borrowingsunder secured and unsecured loans, proceeds from sales of strategically identified assets and, when market conditions permit,through the issuance of debt and equity securities from time to time. We may not be able to generate sufficient cash to fund ourbusiness, particularly if we are unable to renew leases, lease vacant space or re-lease space as leases expire according to ourexpectations.

Weare dependent on key personnel. Our executive and other senior officers have a significant role in our success. Our abilityto retain our management group or to attract suitable replacements should any members of the management group leave is dependenton the competitive nature of the employment market. The loss of services from key members of the management group or a limitationin their availability could adversely affect our financial condition and cash flow. Further, such a loss could be negatively perceivedin the capital markets.

Someof our directors and officers may have conflicts of interest with respect to certain related party transactions and other businessinterests. Mr. Eugene W. Landy, the Founder and Chairman of the Board of Directors of the Company, owns a 24% interestin the entity that is the landlord of the property where the Company’s corporate office space is located. Effective October1, 2019, the Company entered into a new lease for its executive offices in Freehold, New Jersey which combines the existing corporateoffice space with additional adjacent office space. This new lease extends our existing lease through April 30, 2027 and requiresmonthly lease payments of $23,098 through April 30, 2022 and $23,302 from May 1, 2022 through April 30, 2027. The Company is alsoresponsible for its proportionate share of real estate taxes and common area maintenance. Mr. Eugene Landy mayhave a conflict of interest with respect to his obligations as our officer and/or director and his ownership interest in the landlordof the property.

Wemay amend our business policies without stockholder approval . Our Board of Directors determines our growth, investment,financing, capitalization, borrowing, REIT status, operations and distributions policies. Although our Board of Directors hasno present intention to change or reverse any of these policies, they may be amended or revised without notice to stockholders.Accordingly, stockholders may not have control over changes in our policies. We cannot assure you that changes in our policieswill serve fully the interests of all stockholders.

Themarket value of our preferred and common stock could decrease based on our performance and market perception and conditions . The market value of our preferred and common stock may be based primarily upon the market’s perception of our growthpotential and current and future cash dividends, and may be secondarily based upon the real estate market value of our underlyingassets. The market price of our preferred and common stock is influenced by their respective distributions relative to marketinterest rates. Rising interest rates may lead potential buyers of our stock to expect a higher distribution rate, which couldadversely affect the market price of our stock. In addition, rising interest rates would result in increased expense, therebyadversely affecting cash flow and our ability to service our indebtedness and pay distributions.

Themarket price and trading volume of our common stock may fluctuate significantly. Theper-share trading price of our common stock may fluctuate. In addition, the trading volume in our common stock may fluctuate andcause significant price variations to occur. If the per-share trading price of our common stock declines significantly, investorsin our common stock may be unable to resell their shares at or above their purchase price. We cannot provide any assurance thatthe per-share trading price of our common stock will not fluctuate or decline significantly in the future.

Someof the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our stockinclude:

	●	actual or anticipated variations in our quarterly operating results or dividends;
	●	changes in our funds from operations or earnings estimates;
	●	publication of research reports about us or the real estate industry;
	●	prevailing interest rates;
	●	the market for similar securities;
	●	changes in market valuations of similar companies;
	●	adverse market reaction to any additional debt we incur in the future;
	●	additions or departures of key management personnel;
	●	actions by institutional stockholders;
	●	speculation in the press or investment community;
	●	the extent of investor interest in our securities;
	●	the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;
	●	our underlying asset value;
	●	investor confidence in the stock and bond markets, generally;
	●	changes in tax laws;
	●	future equity issuances;
	●	failure to meet earnings estimates;
	●	failure to maintain our REIT status;
	●	changes in valuation of our REIT securities portfolio;
	●	general economic and financial market conditions;
	●	war, terrorist acts and epidemic disease, including the ongoing COVID-19 pandemic;
	●	our issuance of debt or preferred equity securities;
	●	our financial condition, results of operations and prospects; and
	●	the realization of any of the other risk factors presented in this Annual Report on Form 10-K.

Inthe past, securities class action litigation has often been instituted against companies following periods of volatility in theprice of their common stock. This type of litigation could result in substantial costs and divert our management’s attentionand resources, which could have an adverse effect on our financial condition, results of operations, cash flow and per-share tradingprice of our common stock.

Themarket prices and trading volumes of our Series C Preferred Stock and Series D Preferred Stock may fluctuate significantly. Although our Series C Preferred Stock and Series D Preferred Stock are listed and traded onthe NYSE, the trading markets for the Series C Preferred Stock and Series D Preferred Stock are limited. Since the Series C PreferredStock and the Series D Preferred Stock have no maturity dates, investors seeking liquidity may elect to sell their shares of SeriesC Preferred Stock or Series D Preferred Stock in the secondary market. If an active trading market does not exist, the marketprice and liquidity of the Series C Preferred Stock or Series D Preferred Stock may be adversely affected by such sales. Evenif an active public market exists, we cannot guarantee that the market price for the Series C Preferred Stock or the Series DPreferred Stock will equal or exceed the price that investors in the Series C Preferred Stock or the Series D Preferred Stockpaid for their shares.

Thefuture issuance or sale of additional shares of Common Stock or Preferred Stock could adversely affect the trading prices of ouroutstanding Common Stock and Preferred Stock. Futureissuances or sales of substantial numbers of shares of our Common Stock or Preferred Stock in the public market, or the perceptionthat such issuances or sales might occur, could adversely affect the per-share trading prices of our Common Stock, Series C PreferredStock or Series D Preferred Stock. The per-share trading price of our Common Stock, Series C Preferred Stock or Series D PreferredStock may decline significantly upon the sale or registration of additional shares of our Common Stock, Series C Preferred Stockor Series D Preferred Stock.

Futureissuances of our debt securities, which would be senior to our Series C Preferred Stock and Series D Preferred Stock upon liquidation,or preferred equity securities which may be senior to our Series C Preferred Stock and Series D Preferred Stock for purposes ofdividend distributions or upon liquidation, may adversely affect the per-share trading prices of our Series C Preferred Stockor Series D Preferred Stock. In the future, we may attempt to increase our capital resourcesby issuing additional debt securities and/or additional classes or series of preferred stock. Upon liquidation, holders of ourdebt securities and lenders with respect to other borrowings will be entitled to receive our available assets prior to any distributionto holders of our Series C Preferred Stock or Series D Preferred Stock. Additionally, any convertible or exchangeable securitiesthat we issue in the future may have rights, preferences and privileges more favorable than those of our Series C Preferred Stockor Series D Preferred Stock. Any shares of preferred stock that we issue in the future could have a preference on liquidatingdistributions or a preference on dividend payments that could limit our ability to pay dividends to holders of our Series C PreferredStock or Series D Preferred Stock. Any such future issuances may adversely affect the trading price of our Series C PreferredStock or Series D Preferred Stock.

Thereare restrictions on the transfer of our capital stock . To maintain our qualification as a REIT under the Code, no morethan 50% in value of our outstanding capital stock may be owned, actually or by attribution, by five or fewer individuals, asdefined in the Code to also include certain entities, during the last half of a taxable year. Accordingly, our charter containsprovisions restricting the transfer of our capital stock. These restrictions may discourage a tender offer or other transaction,or a change in management or of control of us that might involve a premium price for our common stock or preferred stock or thatour shareholders otherwise believe to be in their best interests, and may result in the transfer of shares acquired in excessof the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer ofthe benefits of owning the additional shares.

Ourearnings are dependent, in part, upon the performance of our investment portfolio . As permitted by the Code, we investin and own securities of other REITs, which we generally limit to no more than approximately 15% of our undepreciated assets.To the extent that the value of those investments decline or those investments do not provide a return, our earnings and cashflow could be adversely affected.

Weare subject to restrictions that may impede our ability to effect a change in control . Certain provisions contained inour charter and bylaws and certain provisions of Maryland law may have the effect of discouraging a third party from making anacquisition proposal for us and thereby inhibit a change in control. These provisions include the following:

	●	Our charter provides for three classes of directors with the term of office of one class expiring each year, commonly referred to as a “staggered board.” By preventing common stockholders from voting on the election of more than one class of directors at any annual meeting of stockholders, this provision may have the effect of keeping the current members of our Board of Directors in control for a longer period of time than stockholders may desire.
	●	Our charter generally limits any holder from acquiring more than 9.8% (in value or in number, whichever is more restrictive) of our outstanding equity stock (defined as all of our classes of capital stock, except our excess stock). While this provision is intended to assure our ability to remain a qualified REIT for Federal income tax purposes, the ownership limit may also limit the opportunity for stockholders to receive a premium for their shares of common stock that might otherwise exist if an investor was attempting to assemble a block of shares in excess of 9.8% of the outstanding shares of equity stock or otherwise effect a change in control.
	●	The request of stockholders entitled to cast at least a majority of all votes entitled to be cast at such meeting is necessary for stockholders to call a special meeting. We also require advance notice by common stockholders for the nomination of directors or proposals of business to be considered at a meeting of stockholders.
	●	Our Board of Directors may authorize and cause us to issue securities without shareholder approval. Under our charter, the board has the power to classify and reclassify any of our unissued shares of capital stock into shares of capital stock with such preferences, rights, powers and restrictions as the Board of Directors may determine.
	●	“Business combination” provisions that provide that, unless exempted, a Maryland corporation may not engage in certain business combinations, including mergers, dispositions of 10% or more of its assets, certain issuances of shares of stock and other specified transactions, with an “interested shareholder” or an affiliate of an interested shareholder for five years after the most recent date on which the interested shareholder became an interested shareholder, and thereafter unless specified criteria are met. An interested shareholder is defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within the two-year period immediately prior to the date in question. In our charter, we have expressly elected that the Maryland Business Combination Act not govern or apply to any transaction with our affiliated company, Monmouth Real Estate Investment Corporation (“MREIC”), a Maryland corporation.
	●	The duties of directors of a Maryland corporation do not require them to, among other things (a) accept, recommend or respond to any proposal by a person seeking to acquire control of the corporation, (b) authorize the corporation to redeem any rights under, or modify or render inapplicable, any shareholders rights plan, (c) make a determination under the Maryland Business Combination Act or the Maryland Control Share Acquisition Act to exempt any person or transaction from the requirements of those provisions, or (d) act or fail to act solely because of the effect of the act or failure to act may have on an acquisition or potential acquisition of control of the corporation or the amount or type of consideration that may be offered or paid to the shareholders in an acquisition.

Wecannot assure you that we will be able to pay distributions regularly. Our ability to pay distributions in the futureis dependent on our ability to operate profitably and to generate cash from our operations and the operations of our subsidiariesand is subject to limitations under our financing arrangements and Maryland law. Under the Maryland General Corporation Law,a Maryland corporation generally may not make a distribution if, after giving effect to the distribution, the corporation wouldnot be able to pay its debts as the debts became due in the usual course of business, or the corporation’s total assetswould be less than the sum of its total liabilities plus, unless the charter permits otherwise, the amount that would be neededif the corporation were to be dissolved at the time of the distribution to satisfy the preferential rights upon dissolution ofstockholders whose preferential rights on dissolution are superior to those receiving the distribution. Accordingly, we cannotguarantee that we will be able to pay distributions on a regular quarterly basis in the future.

Dividendson our capital stock do not qualify for the reduced tax rates available for some dividends. Income from “qualifieddividends” payable to U.S. stockholders that are individuals, trusts and estates are generally subject to tax at preferentialrates. Dividends payable by REITs, however, generally are not eligible for the preferential tax rates applicable to qualifieddividend income. Although these rules do not adversely affect our taxation or the dividends payable by us, to the extent thatthe preferential rates continue to apply to regular corporate qualified dividends, investors who are individuals, trusts and estatesmay perceive an investment in us to be relatively less attractive than an investment in the stock of a non-REIT corporation thatpays dividends, which could materially and adversely affect the value of the shares of, and per share trading price of, our capitalstock. It should be noted that the TCJA provides for a deduction from income forindividuals, trusts and estates up to 20% of certain REIT dividends, which reduces the effective tax rate on such dividends belowthe effective tax rate on interest, though the deduction is generally not as favorable as the preferential rate on qualified dividends.The deduction for certain REIT dividends, unlike the favorable rate for qualified dividends, expires after 2025.

Weare subject to risks arising from litigation. We may become involved in litigation. Litigation can be costly, and theresults of litigation are often difficult to predict. We may not have adequate insurance coverage or contractual protection tocover costs and liability in the event we are sued, and to the extent we resort to litigation to enforce our rights, we may incursignificant costs and ultimately be unsuccessful or unable to recover amounts we believe are owed to us. We may have little orno control of the timing of litigation, which presents challenges to our strategic planning.

Futureterrorist attacks and military conflicts could have a material adverse effect on general economic conditions, consumer confidenceand market liquidity. Among other things, it is possible that interest rates may be affected by these events. An increasein interest rates may increase our costs of borrowing, leading to a reduction in our earnings. Terrorist acts affecting our propertiescould also result in significant damages to, or loss of, our properties. Additionally, we may be unable to obtain adequate insurancecoverage on acceptable economic terms for losses resulting from acts of terrorism. Our lenders may require that we carry terrorisminsurance even if we do not believe this insurance is necessary or cost effective. Should an act of terrorism result in an uninsuredloss or a loss in excess of insured limits, we could lose capital invested in a property, as well as the anticipated future revenuesfrom a property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property.Any loss of these types would adversely affect our financial condition.

Disruptionsin the financial markets could affect our ability to obtain financing on reasonable terms and have other adverse effects on usand the market price of our capital stock. Uncertainty in the stock and credit markets may negatively impact our abilityto access additional financing at reasonable terms, which may negatively affect our ability to acquire properties and otherwisepursue our investment strategy. A prolonged downturn in the stock or credit markets may cause us to seek alternative sources ofpotentially less attractive financing, and may require us to adjust our investment strategy accordingly. These types of eventsin the stock and credit markets may make it more difficult or costly for us to raise capital through the issuance of the commonstock, preferred stock or debt securities. The potential disruptions in the financial markets may have a material adverse effecton the market value of the common stock and preferred stock, or the economy in general. In addition, the national and local economicclimate, including that of the energy-market dependent Marcellus and Utica Shale regions, may be adversely impacted by, amongother factors, potential restrictions on drilling, plant closings and industry slowdowns, which may have a material adverse effecton the return we receive on our properties and investments, as well as other unknown adverse effects on us.

Weface risks relating to cybersecurity attacks which could adversely affect our business, cause loss of confidential informationand disrupt operations. We rely extensively on information technology to process transactions and manage our business.In the ordinary course of our business, we collect and store sensitive data, including our business information and that of ourtenants, clients, vendors and employees on our network. This data is hosted on internal, as well as external, computer systems.Our external systems are hosted by third-party service providers that may have access to such information in connection with providingnecessary information technology and security and other business services to us. This information may include personally identifiableinformation such as social security numbers, banking information and credit card information. We employ a number of measures toprevent, detect and mitigate potential breaches or disclosure of this confidential information. We have established a CybersecuritySubcommittee of our Audit Committee to review and provide high level guidance on cybersecurity related issues of importance tothe Company. We also maintain cyber risk insurance to provide some coverage for certain risks arising out of data and networkbreaches. While we continue to improve our cybersecurity and take measures to protect our business, we and our third-party serviceproviders may be vulnerable to attacks by hackers (including through malware, ransomware, computer viruses, and email phishingschemes) or breached due to employee error, malfeasance, fire, flood or other physical event, or other disruptions. Any such breachor disruption could compromise the confidential information of our employees, customers and vendors to the extent such informationexists on our systems or on the systems of third-party providers. Such an incident could result in potential liability ora loss of confidence and legal claims or proceedings; damage our reputation, competitiveness, stock price and long-term value;increase remediation, cybersecurity protection and insurance premium costs; disrupt and affect our business operations; or havematerial adverse effects on our business.

Weare dependent on continuous access to the Internet to use our cloud-based applications. Damage or failure to our informationtechnology systems, including as a result of any of the reasons described above, could adversely affect our results of operationsas we may incur significant costs or data loss. We continually assess new and enhanced information technology solutions to managerisk of system failure or interruption.

Weface risks relating to expanding use of social media mediums. The use of social media could cause us to suffer brand damageor information leakage. Negative posts or comments about us or our properties on any social networking website could damage our,or our properties’ reputations. In addition, employees or others might disclose non-public sensitive information relatingto our business through external media channels. The continuing evolution of social media may present us with new challenges andrisks. The considerable increase in the use of social media over recent years has greatly expanded the potential scope and scale,and increased the rapidity of the dissemination of negative publicity that could be generated by negative posts and comments.

Item1B – Unresolved Staff Comments

None.

Item2 – Properties

UMHProperties, Inc. is engaged in the ownership and operation of manufactured home communities. As of December 31, 2020, the Companyowned 124 manufactured home communities containing approximately 23,400 developed sites, located in New Jersey, New York, Ohio,Pennsylvania, Tennessee, Indiana, Michigan and Maryland. Subsequent to December 31, 2020, the Company purchased acommunity in Alabama and a community in South Carolina, containing a total of 337 homesites. The rents collectiblefrom the land in our communities ultimately depend on the value of the home and land. Therefore, fewer but more expensivehomes can actually produce the same or greater rents. There is a long-term trend toward larger manufactured homes. Manufacturedhome communities designed for older manufactured homes must be modified to accommodate modern, wider and longer manufactured homes.These changes may decrease the number of homes that may be accommodated in a manufactured home community. For this reason, thenumber of developed sites operated by the Company is subject to change, and the number of developed sites listed is always anapproximate number. The following table sets forth certain information concerning the Company’s real estate investmentsas of December 31, 2020.

		Number of				Occupancy				Occupancy												Weighted Average
		Developed				Percentage				Percentage				Acreage				Additional				Monthly Rent Per
Name of Community		Sites				at 12/31/20				at 12/31/19				Developed				Acreage				Site at 12/31/20
Allentown			434				97	%			92	%			74				31			$	487
4912 Raleigh-Millington Road
Memphis, TN 38128
Arbor Estates			230				94	%			91	%			31				-0-			$	749
1081 North Easton Road
Doylestown, PA 18902
Auburn Estates			42				93	%			93	%			13				-0-			$	441
919 Hostetler Road
Orrville, OH 44667
Birchwood Farms			143				95	%			93	%			28				-0-			$	480
8057 Birchwood Drive
Birch Run, MI 48415
Boardwalk			195				97	%			99	%			45				-0-			$	399
2105 Osolo Road
Elkhart, IN 46514
Broadmore Estates			390				90	%			88	%			93				19			$	483
148 Broadmore Estates
Goshen, IN 46528
Brookside Village			170				80	%			81	%			37				2			$	474
107 Skyline Drive
Berwick, PA 18603
Brookview Village			157				92	%			88	%			71				39			$	567
2025 Route 9N, Lot 137
Greenfield Center, NY 12833
Camelot Village			95				92	%			84	%			32				50			$	341
2700 West 38 th Street
Anderson, IN 46013
Camelot Woods			147				54	%			NA				27				-0-			$	310
500 Earnhardt Dr.
Altoona, PA 16601
Candlewick Court			211				72	%			64	%			40				-0-			$	498
1800 Candlewick Drive
Owosso, MI 48867
Carsons			131				84	%			78	%			14				4			$	430
649 North Franklin St. Lot 116
Chambersburg, PA 17201
Catalina			462				66	%			55	%			75				26			$	450
6501 Germantown Road
Middletown, OH 45042
Cedarcrest Village			283				96	%			95	%			71				30			$	658
1976 North East Avenue
Vineland, NJ 08360--

		Number of				Occupancy				Occupancy												Weighted Average
		Developed				Percentage				Percentage				Acreage				Additional				Monthly Rent Per
Name of Community		Sites				at 12/31/20				at 12/31/19				Developed				Acreage				Site at 12/31/20
Chambersburg I & II			99				78	%			80	%			11				-0-			$	400
5368 Philadelphia Ave Lot 34
Chambersburg, PA 17201
Chelsea			84				96	%			95	%			12				-0-			$	443
459 Chelsea Lane
Sayre, PA 18840
Cinnamon Woods			62				98	%			95	%			10				67			$	531
70 Curry Avenue
Conowingo, MD 21918
City View			57				95	%			93	%			20				2			$	353
110 Fort Granville Lot C5
Lewistown, PA 17044
Clinton Mobile Home Resort			116				100	%			99	%			23				1			$	443
60 N State Route 101
Tiffin, OH 44883
Collingwood			102				90	%			85	%			20				-0-			$	472
358 Chambers Road Lot 001
Horseheads, NY 14845
Colonial Heights			160				88	%			83	%			31				1			$	348
917 Two Ridge Road
Wintersville, OH 43953
Countryside Estates			162				80	%			83	%			46				18			$	374
1500 East Fuson Road
Muncie, IN 47302
Countryside Estates			142				95	%			95	%			27				-0-			$	371
6605 State Route 5
Ravenna, OH 44266
Countryside Village/ Duck River Estates			359				89	%			96	%			69				108			$	408
200 Early Road
Columbia, TN 38401
Cranberry Village			187				98	%			96	%			36				-0-			$	605
100 Treesdale Drive
Cranberry Township, PA 16066
Crestview			98				95	%			93	%			19				-0-			$	409
Wolcott Hollow Rd & Route 220
Athens, PA 18810
Cross Keys Village			132				89	%			85	%			21				2			$	486
259 Brown Swiss Circle
Duncansville, PA 16635
Crossroads Village			34				79	%			76	%			9				-0-			$	404
549 Chicory Lane
Mount Pleasant, PA 15666

		Number of				Occupancy				Occupancy												Weighted Average
		Developed				Percentage				Percentage				Acreage				Additional				Monthly Rent Per
Name of Community		Sites				at 12/31/20				at 12/31/19				Developed				Acreage				Site at 12/31/20
Dallas Mobile Home Community			145				86	%			79	%			21				-0-			$	277
1104 N 4 th Street
Toronto, OH 43964
Deer Meadows			98				95	%			87	%			22				8			$	346
1291 Springfield Road
New Springfield, OH 44443
D & R Village			235				94	%			91	%			44				-0-			$	632
430 Route 146 Lot 65A
Clifton Park, NY 12065
Evergreen Estates			55				98	%			100	%			10				3			$	368
425 Medina Street
Lodi, OH 44254
Evergreen Manor			68				90	%			85	%			7				-0-			$	346
26041 Aurora Avenue
Bedford, OH 44146
Evergreen Village			50				92	%			98	%			10				4			$	392
9249 State Route 44
Mantua, OH 44255
Fairview Manor			317				95	%			94	%			66				132			$	670
2110 Mays Landing Road
Millville, NJ 08332
Fifty-One Estates			171				86	%			78	%			42				3			$	449
Hayden Boulevard
Elizabeth, PA 15037
Forest Creek			167				95	%			96	%			37				-0-			$	510
855 E. Mishawaka Road
Elkhart, IN 46517
Forest Park Village			247				95	%			96	%			79				-0-			$	547
102 Holly Drive
Cranberry Township, PA 16066
Fox Chapel Village			121				92	%			74	%			23				2			$	384
7 Greene Drive
Cheswick, PA 15024
Frieden Manor			193				92	%			88	%			42				22			$	510
102 Frieden Manor
Schuylkill Haven, PA 17972
Friendly Village			824				49	%			46	%			101				-0-			$	401
27696 Oregon Road
Perrysburg, OH 43551
Green Acres			25				96	%			100	%			6				-0-			$	424
4496 Sycamore Grove Road
Chambersburg, PA 17201

		Number of				Occupancy				Occupancy												Weighted Average
		Developed				Percentage				Percentage				Acreage				Additional				Monthly Rent Per
Name of Community		Sites				at 12/31/20				at 12/31/19				Developed				Acreage				Site at 12/31/20
Gregory Courts			39				90	%			82	%			9				-0-			$	687
1 Mark Lane
Honey Brook, PA 19344
Hayden Heights			115				98	%			99	%			19				-0-			$	423
5501 Cosgray Road
Dublin, OH 43016
Heather Highlands			408				74	%			73	%			79				-0-			$	479
109 Main Street
Inkerman, PA 18640
High View Acres			154				83	%			83	%			43				-0-			$	402
399 Blue Jay Lane
Apollo, PA 15613
Highland			246				88	%			88	%			42				-0-			$	418
1875 Osolo Road
Elkhart, IN 46514
Highland Estates			318				97	%			97	%			98				65			$	621
60 Old Route 22
Kutztown, PA 19530
Hillcrest Crossing			198				75	%			62	%			60				16			$	338
100 Lorraine Drive
Lower Burrell, PA 15068
Hillcrest Estates			220				96	%			90	%			46				45			$	456
14200 Industrial Parkway
Marysville, OH 43040
Hillside Estates			88				95	%			82	%			29				20			$	379
Snyder Avenue
Greensburg, PA 15601
Holiday Village			282				90	%			97	%			36				29			$	486
201 Grizzard Avenue
Nashville, TN 37207
Holiday Village			326				85	%			75	%			53				2			$	497
1350 Co Road 3
Elkhart, IN 46514
Holly Acres Estates			153				93	%			91	%			30				9			$	404
7240 Holly Dale Drive
Erie, PA 16509
Hudson Estates			159				91	%			93	%			19				-0-			$	329
100 Keenan Road
Peninsula, OH 44264
Huntingdon Pointe			75				91	%			99	%			45				4			$	315
240 Tee Drive
Tarrs, PA 15688

		Number of				Occupancy				Occupancy												Weighted Average
		Developed				Percentage				Percentage				Acreage				Additional				Monthly Rent Per
Name of Community		Sites				at 12/31/20				at 12/31/19				Developed				Acreage				Site at 12/31/20
Independence Park			92				91	%			96	%			36				15			$	405
355 Route 30
Clinton, PA 15026
Kinnebrook			250				98	%			94	%			66				8			$	635
351 State Route 17B
Monticello, NY 12701
Lake Erie Estates			162				70	%			N/A				21				-0-			$	406
3742 East Main Street, Apt 1
Fredonia, NY 14757
Lake Sherman Village			243				94	%			91	%			58				39			$	485
7227 Beth Avenue, SW
Navarre, OH 44662
Lakeview Meadows			79				99	%			93	%			21				32			$	382
11900 Duff Road, Lot 58
Lakeview, OH 43331
Laurel Woods			209				76	%			78	%			43				-0-			$	437
1943 St. Joseph Street
Cresson, PA 16630
Little Chippewa			62				92	%			92	%			13				-0-			$	372
11563 Back Massillon Road
Orrville, OH 44667
Maple Manor			316				82	%			78	%			71				-0-			$	412
18 Williams Street
Taylor, PA 18517
Marysville Estates			306				65	%			57	%			58				-0-			$	421
548 North Main Street
Marysville, OH 43040
Meadowood			122				93	%			92	%			20				-0-			$	435
9555 Struthers Road
New Middletown, OH 44442
Meadows			335				77	%			68	%			61				-0-			$	428
11 Meadows
Nappanee, IN 46550
Meadows of Perrysburg			191				93	%			88	%			39				16			$	421
27484 Oregon Road
Perrysburg, OH 43551
Melrose Village			293				91	%			90	%			71				-0-			$	383
4400 Melrose Drive, Lot 301
Wooster, OH 44691
Melrose West			29				100	%			100	%			27				3			$	408
4455 Cleveland Road
Wooster, OH 44691

		Number of				Occupancy				Occupancy												Weighted Average
		Developed				Percentage				Percentage				Acreage				Additional				Monthly Rent Per
Name of Community		Sites				at 12/31/20				at 12/31/19				Developed				Acreage				Site at 12/31/20
Memphis Blues (1)			90				69	%			43	%			16				78			$	448
1401 Memphis Blues Avenue
Memphis, TN 38127
Monroe Valley			44				98	%			91	%			11				-0-			$	546
15 Old State Road
Jonestown, PA 17038
Moosic Heights			151				93	%			93	%			35				-0-			$	427
118 1st Street
Avoca, PA 18641
Mount Pleasant Village			115				97	%			95	%			19				-0-			$	349
549 Chicory Lane
Mount Pleasant, PA 15666
Mountaintop			39				92	%			90	%			11				2			$	632
Mountain Top Lane
Narvon, PA 17555
Mountain View (2)			-0-				N/A				N/A				-0-				220			$	-0-
Van Dyke Street
Coxsackie, NY 12501
New Colony			113				68	%			68	%			16				-0-			$	441
3101 Homestead Duquesne Road
West Mifflin, PA 15122
Northtowne Meadows			386				87	%			85	%			85				-0-			$	415
6255 Telegraph Road
Erie, MI 48133
Oak Ridge Estates			205				96	%			93	%			40				-0-			$	504
1201 Country Road 15 (Apt B)
Elkhart, IN 46514
Oakwood Lake Village			79				67	%			63	%			40				-0-			$	486
308 Gruver Lake
Tunkhannock, PA 18657
Olmsted Falls			125				97	%			95	%			15				-0-			$	441
26875 Bagley Road
Olmsted Township, OH 44138
Oxford Village			224				98	%			98	%			59				2			$	725
2 Dolinger Drive
West Grove, PA 19390
Parke Place			364				97	%			96	%			79				30			$	405
2331 Osolo Road
Elkhart, IN 46514
Perrysburg Estates			133				88	%			65	%			33				-0-			$	361
23720 Lime City Road
Perrysburg, OH 43551

		Number of				Occupancy				Occupancy												Weighted Average
		Developed				Percentage				Percentage				Acreage				Additional				Monthly Rent Per
Name of Community		Sites				at 12/31/20				at 12/31/19				Developed				Acreage				Site at 12/31/20
Pikewood Manor			489				84	%			67	%			86				31			$	457
1780 Lorain Boulevard
Elyria, OH 44035
Pine Ridge Village/Pine Manor			194				88	%			87	%			50				30			$	565/$583
100 Oriole Drive
Carlisle, PA 17013
Pine Valley Estates			212				77	%			68	%			38				-0-			$	392
1283 Sugar Hollow Road
Apollo, PA 15613
Pleasant View Estates			110				81	%			76	%			21				9			$	416
6020 Fort Jenkins Lane
Bloomsburg, PA 17815
Port Royal Village			476				63	%			60	%			101				-0-			$	491
485 Patterson Lane
Belle Vernon, PA 15012
Redbud Estates			580				94	%			94	%			128				21			$	301
1800 West 38 th Street
Anderson, IN 46013
River Valley Estates			231				85	%			76	%			60				-0-			$	412
2066 Victory Road
Marion, OH 43302
Rolling Hills Estates			90				90	%			92	%			31				1			$	421
14 Tip Top Circle
Carlisle, PA 17015
Rostraver Estates			66				89	%			79	%			17				66			$	478
1198 Rostraver Road
Belle Vernon, PA 15012
Sandy Valley Estates			364				74	%			71	%			102				10			$	440
11461 State Route 800 N.E.
Magnolia, OH 44643
Shady Hills			212				91	%			96	%			25				-0-			$	491
1508 Dickerson Pike #L1
Nashville, TN 37207
Somerset Estates/Whispering Pines			249				82	%			79	%			74				24			$	407/$486
1873 Husband Road
Somerset, PA 15501
Southern Terrace			118				100	%			100	%			26				4			$	372
1229 State Route 164
Columbiana, OH 44408
Southwind Village			250				99	%			97	%			36				-0-			$	603
435 E. Veterans Highway
Jackson, NJ 08527

		Number of				Occupancy				Occupancy												Weighted Average
		Developed				Percentage				Percentage				Acreage				Additional				Monthly Rent Per
Name of Community		Sites				at 12/31/20				at 12/31/19				Developed				Acreage				Site at 12/31/20
Spreading Oaks Village			148				92	%			89	%			37				24			$	431
7140-29 Selby Road
Athens, OH 45701
Springfield Meadows			123				97	%			96	%			43				77			$	381
4100 Troy Road
Springfield, OH 45502
Suburban Estates			200				95	%			90	%			36				-0-			$	417
33 Maruca Drive
Greensburg, PA 15601
Summit Estates			141				98	%			95	%			25				1			$	378
3305 Summit Road
Ravenna, OH 44266
Summit Village			96				85	%			85	%			25				33			$	256
246 North 500 East
Marion, IN 46952
Sunny Acres			207				94	%			92	%			56				2			$	420
272 Nicole Lane
Somerset, PA 15501
Sunnyside			63				86	%			83	%			8				-0-			$	713
2901 West Ridge Pike
Eagleville, PA 19403
Trailmont			129				92	%			96	%			32				-0-			$	506
122 Hillcrest Road
Goodlettsville, TN 37072
Twin Oaks I & II			141				96	%			99	%			21				-0-			$	539
27216 Cook Road Lot 1-A
Olmsted Township, OH 44138
Twin Pines			238				84	%			86	%			48				2			$	470
2011 West Wilden Avenue
Goshen, IN 46528
Valley High			75				95	%			80	%			13				16			$	388
229 Fieldstone Lane
Ruffs Dale, PA 15679
Valley Hills			268				98	%			89	%			66				67			$	373
4364 Sandy Lake Road
Ravenna, OH 44266
Valley Stream			143				77	%			71	%			37				6			$	361
60 Valley Stream
Mountaintop, PA 18707
Valley View I			104				98	%			97	%			19				-0-			$	547
1 Sunflower Drive
Ephrata, PA 17522

		Number of				Occupancy				Occupancy												Weighted Average
		Developed				Percentage				Percentage				Acreage				Additional				Monthly Rent Per
Name of Community		Sites				at 12/31/20				at 12/31/19				Developed				Acreage				Site at 12/31/20
Valley View II			43				100	%			100	%			7				-0-			$	570
1 Sunflower Drive
Ephrata, PA 17522
Valley View – Honey Brook			147				90	%			84	%			28				13			$	674
1 Mark Lane
Honey Brook, PA 19344
Voyager Estates			259				65	%			61	%			72				20			$	371
1002 Satellite Drive
West Newton, PA 15089
Waterfalls Village			196				82	%			82	%			35				-0-			$	605
3450 Howard Road Lot 21
Hamburg, NY 14075
Wayside			82				93	%			83	%			16				5			$	332
1000 Garfield Avenue
Bellefontaine, OH 43331
Weatherly Estates			270				96	%			99	%			41				-0-			$	436
271 Weatherly Drive
Lebanon, TN 37087
Wellington Estates			206				72	%			60	%			46				1			$	317
58 Tanner Street
Export, PA 15632
Woodland Manor			148				71	%			68	%			77				-0-			$	396
338 County Route 11, Lot 165
West Monroe, NY 13167
Woodlawn Village			156				91	%			91	%			14				-0-			$	686
265 Route 35
Eatontown, NJ 07724
Woods Edge			599				58	%			58	%			151				50			$	412
1670 East 650 North
West Lafayette, IN 47906
Wood Valley			160				68	%			62	%			31				56			$	362
2 West Street
Caledonia, OH 43314
Worthington Arms			223				92	%			91	%			36				-0-			$	610
5277 Columbus Pike
Lewis Center, OH 43035
Youngstown Estates			89				66	%			61	%			14				59			$	384
999 Balmer Road
Youngstown, NY 14174
Total			23,433				85.0	%			82.0	%			5,016				1,837			$	461

(1)

Community was closed due to an unusual flooding throughout the region in May 2011. We are currently working on the redevelopment of this community. The total redevelopment will be 134 sites. Phase I, consisting of 39 sites, was 100% occupied as of December 31, 2018. Phase II, consisting of 51 sites, was recently completed in 2020 and in the process of being occupied. Phase III, consisting of 44 sites, is in the process of being developed.

(2)

We are currently seeking site plan approvals for approximately 220 sites for this property.

TheCompany also has 1,800 undeveloped acres that may be developed into approximately 7,300 sites. We have 3,500 sitesin various stages of the approval process that may be developed over the next 5 years. Due to the difficulties involved in theapproval and construction process, it is difficult to predict the number of sites which will be completed in a given year.

SignificantProperties

TheCompany operated manufactured home properties with an approximate cost of $1.1 billion as of December 31, 2020. Theseproperties consist of 124 separate manufactured home communities and related improvements. No single community constitutes morethan 10% of the total assets of the Company. Our larger properties consist of: Friendly Village with 824 developed sites, WoodsEdge with 599 developed sites, Redbud Estates with 580 developed sites, Pikewood Manor with 489 developed sites, and Port RoyalVillage with 476 developed sites.

Mortgageson Properties

TheCompany has mortgages on many of its properties. The maturity dates of these mortgages range from the years 2021 to 2030, witha weighted average term of 6.0 years. Interest on these mortgages are at fixed rates ranging from 2.62% to 6.5%. The weightedaverage interest rate on our mortgages, not including the effect of unamortized debt issuance costs, was approximately 3.8% and4.1% at December 31, 2020 and 2019, respectively. The aggregate balances of these mortgages, net of unamortized debt issuancecosts, totaled $469.3 million and $373.7 million at December 31, 2020 and 2019, respectively. (For additional information,see Part IV, Item 15(a) (1) (vi), Note 5 of the Notes to Consolidated Financial Statements – Loans and Mortgages Payable).

Item3 – Legal Proceedings

TheCompany is subject to claims and litigation in the ordinary course of business. For additional information about legal proceedings,see Part IV, Item 15(a)(1)(vi), Note 12 of the Notes to Consolidated Financial Statements – Commitments, Contingencies andLegal Matters.

Item4 – Mine Safety Disclosures

NotApplicable.

PARTII

Item5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

MarketInformation

TheCompany’s common stock and its Series C Preferred Stock and Series D Preferred Stock are traded on the NewYork Stock Exchange (“NYSE”), under the symbols “UMH”, “UMHPRC” and “UMHPRD”,respectively.

ShareholderInformation

Asof February 28, 2021, there were 1,059 registered shareholders of the Company’s common stock based on the numberof record owners.

RecentSales of Unregistered Securities

None.

IssuerPurchases of Equity Securities

OnJanuary 15, 2020, the Board of Directors reaffirmed our Common Stock Repurchase Program (the “Repurchase Program”)that authorized us to repurchase up to $25 million in the aggregate of the Company’s common stock. Purchases under the RepurchaseProgram were permitted to be made using a variety of methods, which may include open market purchases, privately negotiated transactionsor block trades, or by any combination of such methods, in accordance with applicable insider trading and other securities lawsand regulations. The size, scope and timing of any purchases were based on business, market and other conditions and factors,including price, regulatory and contractual requirements or consents, and capital availability. The Repurchase Program did notrequire the Company to acquire any particular amount of common stock and may be suspended, modified or discontinued at any timeat the Company’s discretion without prior notice. During 2020, the Company repurchased approximately 174,000 shares of common stockat an aggregate cost of $1.8 million, or a weighted average price of $10.50 per share. The last repurchase was made on May 14,2020.

DuringMarch 2020, the Company repurchased 531 shares of our Series B Preferred Stock for approximately $12,000.

ComparativeStock Performance

Thefollowing line graph compares the total return of the Company’s common stock for the last five years to the FTSE NAREITAll REITs Index published by the National Association of Real Estate Investment Trusts (“NAREIT”) and to the S&P500 Index for the same period. The graph assumes a $100 investment in our common stock and in each of the indexes listed belowon December 31, 2015 and the reinvestment of all dividends. The total return reflects stock price appreciation and dividend reinvestmentfor all three comparative indices. The information herein has been obtained from sources believed to be reliable, but neitherits accuracy nor its completeness is guaranteed. Our stock performance shown in the graph below is not indicative of future stockperformance.

Item6 – Selected Financial Data

Thefollowing table sets forth selected financial and other information for the Company as of and for each of the years in the fiveyear period ended December 31, 2020. The historical financial data has been derived from our historical financial statements.This following information should be read in conjunction with “Management’s Discussion and Analysis of Financial Conditionand Results of Operations,” and the Consolidated Financial Statements and Notes thereto included elsewhere herein ( inthousands except per share amounts ).

		2020				2019				2018 (1)				2017 (1)				2016 (1)
Operating Data:
Rental and Related Income		$	143,344			$	128,611			$	113,833			$	101,801			$	90,680
Sales of Manufactured Homes			20,265				17,980				15,754				10,847				8,534
Total Income			163,609				146,591				129,587				112,648				99,214
Community Operating Expenses			63,175				61,708				52,949				47,847				42,638
Total Expenses			135,296				126,582				111,010				96,617				83,256
Interest Income			2,917				2,619				2,255				2,007				1,585
Dividend Income			5,729				7,535				10,367				8,135				6,636
Gain on Sales of Marketable Securities, net			-0-				-0-				20				1,748				2,285
Increase (Decrease) in Fair Value of Marketable Securities (3)			(14,119	)			14,915				(51,675	)			-0-				-0-
Interest Expense			18,287				17,805				16,039				15,877				15,432
Net Income (Loss)			5,055				27,750				(36,216	)			12,668				11,535
Net Income (Loss) Attributable to Common Shareholders			(29,759	)			2,566				(56,532	)			(7,679	)			(2,569	)
Net Income (Loss) Attributable to Common Shareholders Per Share
Basic			(0.72	)			0.07				(1.53	)			(0.24	)			(0.10	)
Diluted			(0.72	)			0.06				(1.53	)			(0.24	)			(0.10	)
Cash Flow Data:
Net Cash Provided (Used) by:
Operating Activities		$	69,037			$	38,516			$	40,175			$	40,858			$	29,203
Investing Activities			(103,770	)			(122,350	)			(137,603	)			(152,921	)			(77,567	)
Financing Activities			44,330				90,053				82,314				130,604				45,895
Balance Sheet Data:
Total Investment Property		$	1,108,483			$	1,015,281			$	881,456			$	764,439			$	640,217
Total Assets			1,087,214				1,025,453				880,902				823,881				680,445
Mortgages Payable, net of unamortized debt issuance costs			469,279				373,658				331,093				304,895				293,026
Loans Payable, net of unamortized debt issuance costs			87,009				83,686				107,985				84,704				58,285
Series A 8.25% Cumulative Redeemable Preferred Stock			-0-				-0-				-0-				-0-				91,595
Series B 8.0% Cumulative Redeemable Preferred Stock			-0-				95,030				95,030				95,030				95,030
Series C 6.75% Cumulative Redeemable Preferred Stock			247,100				243,750				143,750				143,750				-0-
Series D 6.375% Cumulative Redeemable Preferred Stock			160,854				66,268				50,000				-0-				-0-
Total Shareholders’ Equity			501,808				546,339				424,698				421,215				317,032
Other Information:
Average Number of Shares Outstanding
Basic			41,395				39,909				36,871				32,676				27,809
Diluted			41,395				40,203				36,871				32,676				27,809
Community NOI (2)		$	80,169			$	66,903			$	60,884			$	53,954			$	48,042
Funds from Operations (2)		$	26,283			$	24,573			$	26,965			$	23,462			$	20,732
Normalized Funds from Operations (2)		$	29,154			$	25,207			$	27,470			$	21,714			$	18,446
Cash Dividends Per Common Share		$	0.72			$	0.72			$	0.72			$	0.72			$	0.72

	(1)	Financial information has been revised to reflect certain reclassifications in prior periods to conform to the current period presentation.
	(2)	Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Supplemental Measures, contained in this Form 10-K for information regarding the presentation of community NOI, and for the presentation and reconciliation of funds from operations and normalized funds from operations to net income (loss) attributable to common shareholders.
	(3)	Represents change in unrealized gain (loss) in marketable securities which is included in the Consolidated Statements of Income (Loss) in accordance with ASU 2016-01 adopted January 1, 2018.

Item7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Impactof COVID-19

Thefollowing discussion is intended to provide certain information regarding the impact of the COVID-19 pandemic on our businessand management’s efforts to respond to those impacts.

Wecontinue to closely monitor our operations and government recommendations and have taken steps to make the safety, security andwelfare of our employees, their families and our residents a top priority.

Wehave complied with government “stay-at-home” orders and “social distancing” practices. We have implementedremote working arrangements for our non-essential employees. Our IT system and website allow for virtual tours of our homes forsale or rent, online execution of applications and lease agreements, online payment of rent and other tenant actions. Withthe lifting of shelter-in-place mandates, we are experiencing high demand for our rental homes and our homes for sale, while also experiencing fewer move-outs. We continue to maintain our communities and deliver essential services to our residentswhile following social distancing protocols.

Wehad suspended the mailing of rent increase notifications in March and April of 2020, which delayed the related rentincreases, which would have been effective May 1, 2020 and June 1, 2020. This affected May 2020’srental income by approximately $24,000 and June 2020’s rental income by an additional $20,000. We subsequentlyresumed our regular rent increase schedule. We had offered deferred payment plans, as needed, to our residents whohave experienced financial hardship related to COVID-19. Approximately 100 residents (less than 1%) have executed these paymentplans in 2020. Although the unemployment benefits and the economic stimulus payments under the Coronavirus Aid, Relief, and EconomicSecurity (CARES) Act are no longer in effect, many of our residents should benefit from the availability of the $25 billion infederal aid to state and local governments for rental assistance programs, pursuant to the 2021 Consolidated Appropriation Actthat was enacted subsequent to year-end. Collections are consistent with pre-pandemic levels and we have collected 98% of December2020 site and home rent as of today’s date.

Theimpact of the COVID-19 pandemic remains uncertain and dependent on future developments (including the ongoingroll-out of vaccines and their efficacy). We will continue to monitor these rapidly evolving developments and respond in thebest interests of our employees, residents and shareholders. At this time, we believe that the COVID-19 pandemic and its consequenceswill not have a material adverse effect on our operations.

2020Accomplishments

During2020, UMH made substantial progress on multiple fronts – generating solid operating results, achieving strong growth andimproving our financial position. We have:

	●	Increased Rental and Related Income by 11%;
	●	Increased Community Net Operating Income (“NOI”) by 20%;
	●	Increased Normalized Funds from Operations (“Normalized FFO”) by 16% and Normalized FFO per share by 11%;
	●	Improved our Operating Expense ratio by 390 basis points to 44.1%;
	●	Increased Same Property NOI by 15%;
	●	Increased Same Property Occupancy by 718 sites from 83.6% to 86.8% or 320 basis points;
	●	Increased our rental home portfolio by 858 homes to approximately 8,300 total rental homes, representing an increase of 12%;

	●	Increased rental home occupancy by 230 basis points from 92.3% to 94.6%;
	●	Increased Sales of Manufactured Homes by 13%;
	●	Acquired two communities containing approximately 310 homesites for a total cost of approximately $7.8 million;
	●	Completed the financing of 28 unencumbered communities with Fannie Mae for proceeds of approximately $106 million, with a maturity of 10 years and a 30-year amortization at a fixed rate of 2.62%;
	●	Issued and sold approximately 135,000 shares of Common Stock through an At-the-Market Sale Program for our Common Stock at a weighted average price of $14.60 per share, generating gross proceeds of $2.0 million and net proceeds of $1.7 million, after offering expenses;
	●	Issued and sold, through At-the-Market Sale Programs for our Preferred Stock, 134,000 shares of Series C Preferred Stock at a weighted average price of $24.96 per share and 3.8 million shares of Series D Preferred Stock at a weighted average price of $24.98 per share, generating total gross proceeds of $97.8 million and total net proceeds of $96.1 million, after offering expenses;
	●	Redeemed all 3.8 million issued and outstanding shares of our 8.0% Series B Cumulative Redeemable Preferred Stock for $96.1 million with proceeds from our 2.62% Fannie Mae financing, resulting in a savings of over $5 million annually;
	●	Reduced the weighted average interest rate on our mortgages payable from 4.1% to 3.8% year-over-year;
	●	Subsequent to year end, issued and sold 768,000 additional shares of Series D Preferred Stock at a weighted average price of $24.80 per share through our At-the -Market Sale Program for our Preferred Stock, generating gross proceeds of $19.1 million and net proceeds of $18.8 million, after offering expenses;
	●	Subsequent to year end, acquired two communities containing approximately 340 homesites for a total cost of approximately $8.0 million; and
	●	Subsequent to year end, raised our dividend by 5.5% to an annualized rate of $0.76 per share.

Referto Item 7, Management’s Discussion and Analysis of Financial Condition, Results of Operations, and Non-GAAP Measures, containedin this Form 10-K for information regarding the presentation of community NOI, and for the presentation and reconciliation offunds from operations and normalized funds from operations to net income (loss) attributable to common shareholders.

Overview

Thefollowing discussion and analysis of the consolidated financial condition and results of operations should be read in conjunctionwith “Selected Financial Data” and the historical Consolidated Financial Statements and Notes thereto included elsewherein this Form 10-K.

TheCompany is a self-administered, self-managed, REIT with headquarters in Freehold, New Jersey. The Company’s primary businessis the ownership and operation of manufactured home communities, which includes leasing manufactured home spaces on an annualor month-to-month basis to residential manufactured home owners. The Company also leases homes to residents and, through its taxableREIT subsidiary, S&F, sells and finances homes to residents and prospective residents of our communities.

Asof December 31, 2020, we owned and operated 124 manufactured home communities containing approximately 23,400 developed homesites.These communities are located inNew Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan and Maryland. UMH has continued to execute our growth strategyof purchasing well-located communities in our target markets, including the energy-rich Marcellus and Utica Shale regions. Duringthe year ended December 31, 2020, we purchased two manufactured home communities, for an aggregate purchase price of $7.8 million.These acquisitions added approximately 310 developed homesites to our portfolio, bringing our total to 124 communities containingapproximately 23,400 developed homesites as of December 31, 2020. Subsequent to December 31, 2020, we purchased a communityin Alabama and a community in South Carolina. The two communities acquired during 2021 contain a total of 337 homesites and werepurchased for a total price of $8.0 million.

TheCompany earns income from the operation of its manufactured home communities, leasing of manufactured homesites, the rentalof manufactured homes, the sale and finance of manufactured homes and the brokering of home sales and revenue under cableservice agreements as well as from appreciation in the values of the manufactured home communities and vacant landowned by the Company. Management views the Company as a single segment based on its method of internal reporting in additionto its allocation of capital and resources. The Company also invests in securities of other REITs which the Company generallylimits to no more than approximately 15% of its undepreciated assets.

Occupancyin our properties, as well as our ability to increase rental rates, directly affects revenues. In 2020, total income increased12% from the prior year and Community NOI (as defined below) increased 20% from the prior year, primarily due to the acquisitionand rental programs in 2019 and 2020. Overall occupancy was 85.0% and 82.0% at December 31, 2020 and 2019, respectively. Overalloccupancy includes communities acquired in 2020 with an average occupancy of 64%. Same property occupancy, which includes communitiesowned and operated as of January 1, 2019, increased from 83.6% at December 31, 2019 to 86.8% at December 31, 2020.

Despitethe COVID-19 pandemic, sales of manufactured homes performed well during 2020, increasing by 13% year-over-year. Demand for qualityaffordable housing remains healthy. Conventional single-family home prices continue their rise supported by low inventories andincreasing sales. As for-sale inventory remains limited, a large share of housing demand will be looking at alternative formsof housing. Our property type offers substantial comparative value that should result in increased demand.

Themacro-economic environment and current housing fundamentals continue to favor home rentals. The inability to satisfy down paymentrequirements, more stringent credit terms, and steadily increasing home prices continue to create hurdles for would-be homebuyers.Rental homes in a manufactured home community allow the resident to obtain the efficiencies of factory-built housing and the amenitiesof community living for less than the cost of other forms of affordable housing. We continue to see increased demand for rentalhomes. During 2020, our portfolio of rental homes increased by 858 homes. Occupied rental homes represent approximately 39.2%of total occupied sites. Occupancy in rental homes continues to be strong and is at 94.6% as of December 31, 2020. We comparefavorably with other types of rental housing, including apartments, and we will continue to allocate capital to rental home purchases,as demand dictates.

TheCompany holds a portfolio of marketable securities of other REITs with a fair value of $103.2 million at December 31, 2020, representing7.6% of our undepreciated assets (total assets excluding accumulated depreciation). The REIT securities portfolio provides theCompany with additional diversification, liquidity and income, and serves as a proxy for real estate when more favorable riskadjusted returns are not available. As of December 31, 2020, the Company’s portfolio consisted of 3% REIT preferred stocksand 97% REIT common stocks.

TheCompany invests in these REIT securities and, from time to time, may use margin debt when an adequate yield spread can be obtained.As of December 31, 2020, the Company had borrowings of $17.6 million under its margin line at 0.75% interest. The Company’sweighted average yield on the securities portfolio was approximately 4.7% at December 31, 2020. At December 31, 2020, the Companyhad unrealized losses of $39.4 million in its REIT securities portfolio. It is our intent to hold these securities for investmenton a long-term basis.

TheCompany continues to strengthen its balance sheet. During 2020, the Company raised approximately $9.2 million in new capital throughthe Dividend Reinvestment and Stock Purchase Plan (“DRIP”). During the year ended December 31, 2020, through anAt-the-Market Sale Program (“ATM Program”) for our Series C Preferred Stock and Series D PreferredStock that we commenced in 2019 (the “2019 Preferred ATM Program”) and a subsequent ATM Program for our SeriesC Preferred Stock and Series D Preferred Stock that we commenced in July 2020 (the “New Preferred ATM Program”),the Company issued and sold a total of 134,000 shares of our Series C Preferred Stock and 3.8 million shares of ourSeries D Preferred Stock, generating gross proceeds of $97.8 million and net proceeds of $96.1 million, after offeringexpenses, during the year ended December 31, 2020. Subsequent to year end, the Company issued and sold an additional768,000 shares of its Series D Preferred Stock at a weighted average price of $24.80 per share under the New Preferred ATM Program,generating gross proceeds of $19.1 million and net proceeds of $18.8 million, after offering expenses.

Duringthe year ended December 31, 2020, the Company also issued and sold 135,000 shares of Common Stock at a weighted averageprice of $14.60 per share through an ATM Program for our Common Stock (the “Common ATM Program”) that we commencedin June 2020, generating gross proceeds of $2.0 million and net proceeds of $1.7 million, after offering expenses.

OnOctober 20, 2020, the Company redeemed all 3.8 million issued and outstanding shares of its Series B Preferred Stock at a redemptionprice equal to the $25.00 per share liquidation preference plus accrued and unpaid dividends to, but not including, theOctober 20, 2020 redemption date in an amount of $0.2722 per share, for a total payment of $25.2722 per share, or $96.1 millionin the aggregate. The redemption was funded in part with proceeds from a $106 million property financingwith Fannie Mae completed in August 2020 and described below.

TheCompany believes that its capital structure, which allows for the ownership of assets using a balanced combination of equity obtainedthrough the issuance of common stock, preferred stock and debt, will enhance shareholder returns as the properties appreciateover time.

During August 2020, the Company completeda financing of 28 of its previously unencumbered communities, containing approximately 4,100 sites, through Wells Fargo Bank,N. A. for total proceeds of approximately $106 million. This secured Federal National Mortgage Association (“Fannie Mae”)credit facility has a 10-year maturity with a 30-year amortization schedule, with interest at a fixed rate of 2.62%.

AtDecember 31, 2020, the Company had approximately $15.3 million in cash and cash equivalents and $30 million available on our creditfacility, with an additional $50 million potentially available pursuant to an accordion feature. We also had $29.4 million availableon our revolving lines of credit for the financing of home sales and the purchase of inventory and $15 million available on ourline of credit secured by rental homes and rental homes leases. In addition, we held approximately $103.2 million in marketableREIT securities encumbered by $17.6 million in margin loans. In general, the Company may borrow up to 50% of the value of themarketable securities.

TheCompany intends to continue to increase its real estate investments. Our business plan includes acquiring communities that yieldin excess of our cost of funds and then making physical improvements, including adding rental homes onto otherwise vacant sites.In 2019 and 2020, we added a total of six manufactured home communities to our portfolio, encompassing approximately 1,800 developedsites. These manufactured home communities were acquired with an average occupancy rate of 63%. We acquired two additionalcommunities subsequent to December 31, 2020. The Company will utilize the rental home program to seek to increase occupancyrates and improve operating results at these communities. There is no guarantee that any additional opportunities will materializeor that the Company will be able to take advantage of such opportunities. The growth of our real estate portfolio depends on theavailability of suitable properties which meet the Company’s investment criteria and appropriate financing. Competitionin the market areas in which the Company operates is significant and affects acquisitions, occupancy levels, rental rates andoperating expenses of certain properties.

SeePART I, Item 1- Business and Item 1A – Risk Factors for a more complete discussion of the economic and industry-wide factorsrelevant to the Company, the Company’s lines of business and principal products and services, and the opportunities, challengesand risks on which the Company is focused.

Acquisitionsin 2020 and 2019

Community		Date of Acquisition		State		Number of Sites				Purchase Price ( in thousands )				Number of Acres				Occupancy at Acquisition
Acquisitions in 2020
Camelot Woods		July 24, 2020		PA			147			$	3,340				27				56	%
Lake Erie Estates		September 21, 2020		NY			163				4,500				21				71	%
Total 2020							310			$	7,840				48				64	%
Acquisitions in 2019
Friendly Village		July 3, 2019		OH			824			$	19,386				101				46	%
New Colony and Fifty One Estates		July 30, 2019		PA			285				11,650				61				76	%
Northtowne Meadows		July 3, 2019		OH			386				25,201				85				88	%
Total 2019							1,495			$	56,237				247				62	%

Resultsof Operations

2020vs. 2019

Rentaland related income increased from $128.6 million for the year ended December 31, 2019 to $143.3 million for the year ended December31, 2020, or 11%. This increase was due to the acquisitions during 2019 and 2020, as well as an increase in rental rates, sameproperty occupancy and additional rental homes. During 2020, the Company raised rental rates by 3% to 4% at most communities.Rent increases vary depending on overall market conditions and demand. Occupancy, as well as the ability to increase rental rates,directly affects revenues. The Company has been acquiring communities with vacant sites that can potentially be occupied and earnincome in the future. Overall occupancy was 85.0% and 82.0% at December 31, 2020 and 2019, respectively. Overall occupancy includescommunities acquired in 2020 and 2019, which had an average occupancy of 64% and 62%, respectively, at the time of acquisition.Same property occupancy has increased from 83.6% at December 31, 2019 to 86.8% at December 31, 2020. The same property occupancyrate is exclusive of the sites at Memphis Blues, which is under redevelopment due to a flood in 2011. Demand for rental homescontinues to be strong. As of December 31, 2020, we had approximately 8,300 rental homes with an occupancy of 94.6%. We continueto evaluate the demand for rental homes and will invest in additional homes as demand dictates. Vacant sites allow for futurerevenue growth.

Communityoperating expenses remained relatively stable increasing from $61.7 million for the year ended December 31, 2019 to $63.2 millionfor the year ended December 31, 2020, or 2%.

CommunityNOI increased from $66.9 million for the year ended December 31, 2019 to $80.2 million for the year ended December 31, 2020, or20%. This increase was primarily due to the acquisitions during 2019 and 2020 and an increase in rental rates, occupancy and rentalhomes. The operating expense ratio (defined as community operating expenses divided by rental and relatedincome) was 47.5% and 44.1%, excluding non-recurring operating expenses, for the year ended December 31, 2019 and 2020, respectively.Many recently acquired communities have deferred maintenance requiring higher than normal expenditures in the first few yearsof ownership. Because most of the community expenses consist of fixed costs, as occupancy rates increase, these expense ratiosare expected to continue to improve. Since the Company has the ability to increase its rental rates annually, increasing costsdue to inflation and changing prices have generally not had a material effect on revenues and income from continuing operations.

Salesof manufactured homes increased from $18.0 million for the year ended December 31, 2019 to $20.3 million for the year endedDecember 31, 2020, or 13%. The total number of homes sold was 323 homes in 2020 as compared to 299 homes in 2019. There were 140new homes sold in 2020 as compared to 135 in 2019. The Company’s average sales price was approximately $63,000 and $60,000for the years ended December 31, 2020 and 2019, respectively. Cost of sales of manufactured homes increased from $12.9 millionfor the year ended December 31, 2019 to $14.4 million for the year ended December 31, 2020, or 11%. The gross profit percentagewas 29% and 28% for 2020 and 2019, respectively. Selling expenses decreased from $5.1 million for the year ended December 31,2019 to $4.9 million for the year ended December 31, 2020, or 3%. Gain from the sales operations (defined as sales of manufacturedhomes less cost of sales of manufactured homes less selling expenses less interest on the financing of inventory) increased froma loss of $290,000 for the year ended December 31, 2019 to a gain of $768,000 for the year ended December 31, 2020. Many of thecosts associated with sales, such as rent, salaries, and to an extent, advertising and promotion, are fixed. The National Associationof Realtors reported that in December 2020, sales of existing homes grew 22% from December 2019. Home prices continuetheir rise as fewer sellers are listing homes and inventories decline. The inherent affordability of our property type becomesmore and more apparent, which should result in increased demand. The Company continues to be optimistic about future sales andrental prospects given the fundamental need for affordable housing. The Company believes that sales of new homes producenew rental revenue and represent an investment in the upgrading of our communities.

Generaland administrative expenses increased from $10 million for the year ended December 31, 2019 to $11.1 million for the yearended December 31, 2020, or 10%. These increases were due to an increase in personnel costs, including an increase in incentivecompensation based on FFO metrics and an increase in matching contributions associated with our 401(k) Plan. General and administrativeexpenses, excluding non-recurring expenses, as a percentage of gross revenue (total income plus interest, dividendand other income) was 6.4% and 6.3% at December 31, 2020 and 2019, respectively.

Depreciationexpense increased from $36.8 million for the year ended December 31, 2019 to $41.7 million for the year ended December 31, 2020,or 13%. This increase was primarily due to the acquisitions and the increase in rental homes during 2020 and 2019.

Interestincome increased from $2.6 million for the year ended December 31, 2019 to $2.9 million for the year ended December 31, 2020,or 11%. This increase was primarily due to an increase in the average balance of notes receivable from $33.1 million for the yearended December 31, 2019 to $40.4 million for the year ended December 31, 2020.

Dividendincome decreased from $7.5 million for the year ended December 31, 2019 to $5.7 million for the year ended December 31, 2020,or 24%. This decrease was primarily due to reduced dividends from our securities holdings, as many REITs reduced theirdividends in 2020 due to the COVID-19 pandemic. Dividends received from our marketable securities investments were at a weightedaverage yield of approximately 4.7% and 6.3% at December 31, 2020 and 2019, respectively.

Increase(decrease) in fair value of marketable securities decreased from an unrealized gain of $14.9 million forthe year ended December 31, 2019 to an unrealized loss of $14.1 million for the year ended December 31, 2020. This decreasewas due to the effects of the COVID-19 pandemic on prices in the securities market. As of December 31, 2020, the Company hadtotal net unrealized losses of $39.4 million in its REIT securities portfolio.

Interestexpense, including amortization of financing costs, increased from $17.8 million for the year ended December 31, 2019 to $18.3million for the year ended December 31, 2020, or 3%. This increase was primarily due to the $106 million Fannie Mae credit facilitywe entered into during August 2020. The average balance of mortgages payable was approximately $421.5 million during 2020as compared to approximately $352.4 million during 2019. The weighted average interest rate on mortgages, not including the effectof unamortized debt issuance costs, was 3.8% at December 31, 2020 as compared to 4.1% at December 31, 2019.

2019vs. 2018

Rentaland related income increased from $113.8 million for the year ended December 31, 2018 to $128.6 million for the year ended December31, 2019, or 13%. This increase was due to the acquisitions during 2018 and 2019, as well as an increase in rental rates, sameproperty occupancy and additional rental homes. During 2019, the Company raised rental rates by 3% to 4% at most communities.Rent increases varied depending on overall market conditions and demand. Occupancy, as well as the ability to increaserental rates, directly affects revenues. The Company has been acquiring communities with vacant sites that can potentially beoccupied and earn income in the future. Overall occupancy was 82.0% at December 31, 2019 and 2018, respectively. Overall occupancyincludes communities acquired in 2019 and 2018, which had an average occupancy of 62% and 79%, respectively, at the time of acquisition.Same property occupancy increased from 82.2% at December 31, 2018 to 83.8% at December 31, 2019. The same property occupancy rateis exclusive of the sites at Memphis Blues, which was under redevelopment due to a flood in 2011. Demand for rental homescontinued to be strong in 2019. As of December 31, 2019, we had approximately 7,400 rental homes with an occupancyof 92.3%.

Communityoperating expenses increased from $52.9 million for the year ended December 31, 2018 to $61.7 million for the year ended December31, 2019, or 17%. These increases were primarily due to an increase in water and sewer costs, tree removal, rental home expensesand payroll and personnel costs primarily from the acquisitions made during 2018 and 2019 and the increase in rental homes. Inaddition, we incurred emergency windstorm tree removal expenses totaling $179,000. Also included in community operating expenseswas a one-time settlement of $375,000 for a utility billing dispute over a prior 10-year period.

CommunityNOI increased from $60.9 million for the year ended December 31, 2018 to $66.9 million for the year ended December 31, 2019, or10%. This increase was primarily due to the acquisitions during 2018 and 2019 and an increase in rental rates, occupancy and rentalhomes. The operating expense ratio (defined as community operating expenses divided by rental and relatedincome) was 46.5% and 47.5%, excluding non-recurring operating expenses, for the year ended December 31, 2018 and 2019, respectively.Many recently acquired communities have deferred maintenance requiring higher than normal expenditures in the first few yearsof ownership. Because most of the community expenses are fixed costs, as occupancy rates continue to increase, these expense ratioswill continue to improve. Because of the Company’s ability to increase its rental rates annually, increasing costs due toinflation and changing prices have generally not had a material effect on revenues and income from continuing operations.

Salesof manufactured homes increased from $15.8 million for the year ended December 31, 2018 to $18 million for the year ended December31, 2019, or 14%. The total number of homes sold was 299 homes in 2019 as compared to 295 homes in 2018. There were 135 new homessold in 2019 as compared to 125 in 2018. The Company’s average sales price was approximately $60,000 and $53,000 for theyears ended December 31, 2019 and 2018, respectively. Cost of sales of manufactured homes increased from $11.7 million for theyear ended December 31, 2018 to $12.9 million for the year ended December 31, 2019, or 10%. The gross profit percentage was 28%and 26% for 2019 and 2018, respectively. Selling expenses increased from $3.8 million for the year ended December 31, 2018 to$5.1 million for the year ended December 31, 2019, or 35%. Gain (loss) from the sales operations (defined as sales of manufacturedhomes less cost of sales of manufactured homes less selling expenses less interest on the financing of inventory) decreased froma gain of $75,000 for the year ended December 31, 2018 to a loss of $290,000 for the year ended December 31, 2019. Many of thesecosts, such as rent, salaries, and to an extent, advertising and promotion, are fixed. Management is encouraged by our continuedsales growth. The U.S. homeownership rate was 65.1% in the fourth quarter of 2019, according to the U.S. Census. This is downfrom 69.2% at its peak at the end of 2004.

Generaland administrative expenses decreased from $10.9 million for the year ended December 31, 2018 to $10 million for the yearended December 31, 2019, or 8%. This decrease was due to a decrease in incentive compensation. General and administrativeexpenses, excluding non-recurring operating expenses, as a percentage of gross revenue (total income plus interest,dividend and other income) was 6.3% and 7.3% at December 31, 2019 and 2018, respectively.

Depreciationexpense increased from $31.7 million for the year ended December 31, 2018 to $36.8 million for the year ended December 31, 2019,or 16%. This increase was primarily due to the acquisitions and the increase in rental homes during 2019 and 2018.

Interestincome increased from $2.3 million for the year ended December 31, 2018 to $2.6 million for the year ended December 31, 2019,or 16%. This increase was primarily due to an increase in the average balance of notes receivable from $26.9 million for the yearended December 31, 2018 to $33.1 million for the year ended December 31, 2019.

Dividendincome decreased from $10.4 million for the year ended December 31, 2018 to $7.5 million for the year ended December 31, 2019,or 27%. This decrease was primarily due to a reduction in dividends from three securities. Dividends received from our marketablesecurities investments were at a weighted average yield of approximately 6.3% and 7.3% at December 31, 2019 and 2018, respectively.

Increase(decrease) in fair value of marketable securities increased from an unrealized loss of $(51.7) million forthe year ended December 31, 2018 to a gain of $14.9 million for the year ended December 31, 2019. As of December 31, 2019, theCompany had total net unrealized losses of $(25.2) million in its REIT securities portfolio.

Otherincome remained relatively stable for the year ended December 31, 2019 as compared to the year ended December 31, 2018.

Interestexpense, including amortization of financing costs, increased from $16.0 million for the year ended December 31, 2018 to $17.8million for the year ended December 31, 2019. During the year, we obtained three new mortgage loans, and assumed two loans inconjunction with acquisitions, totaling $64.3 million. The average balance of mortgages payable was approximately $352.4 millionduring 2019 as compared to approximately $318 million during 2018. The weighted average interest rate on its mortgages, not includingthe effect of unamortized debt issuance costs, was 4.1% at December 31, 2019 as compared to 4.3% at December 31, 2018.

Non-GAAP Measures

Inaddition to the results reported in accordance with GAAP, management’s discussion and analysis of financial condition andresults of operations include certain non-GAAP financial measures that in management’s view of the business we believe aremeaningful as they allow the investor the ability to understand key operating details of our business both with and without regardto certain accounting conventions or items that may not always be indicative of recurring annual cash flow of the portfolio. Thesenon-GAAP financial measures as determined and presented by us may not be comparable to related or similarly titled measures reportedby other companies, and include Community Net Operating Income (“Community NOI”), Funds from Operations Attributableto Common Shareholders (“FFO”) and Normalized Funds from Operations Attributable to Common Shareholders (“NormalizedFFO”).

Wedefine Community NOI as rental and related income less community operating expenses such as real estate taxes, repairs and maintenance,community salaries, utilities, insurance and other expenses. We believe that Community NOI is helpful to investors and analystsas a direct measure of the actual operating results of our manufactured home communities, rather than our Company overall. CommunityNOI should not be considered a substitute for the reported results prepared in accordance with GAAP. Community NOI should notbe considered as an alternative to net income (loss) as an indicator of our financial performance, or to cash flows as a measureof liquidity; nor is it indicative of funds available for our cash needs, including our ability to make cash distributions.

TheCompany’s Community NOI is calculated as follows (in thousands) :

		2020				2019				2018				2017				2016
Rental and Related Income		$	143,344			$	128,611			$	113,833			$	101,801			$	90,680
Community Operating Expenses			(63,175	)			(61,708	)			(52,949	)			(47,847	)			(42,638	)
Community NOI		$	80,169			$	66,903			$	60,884			$	53,954			$	48,042

Weassess and measure our overall operating results based upon an industry performance measure referred to as Funds from OperationsAttributable to Common Shareholders (“FFO”), which management believes is a useful indicator of our operating performance.FFO is used by industry analysts and investors as a supplemental operating performance measure of a REIT. FFO, as defined by NAREIT,represents net income (loss) attributable to common shareholders, as defined by accounting principles generally accepted inthe U.S. of America (“U.S. GAAP”), excluding extraordinary items, as defined under U.S. GAAP, gains or losses fromsales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, and the changein the fair value of marketable securities plus certain non-cash items such as real estate asset depreciation and amortization.Included in the NAREIT FFO White Paper - 2018 Restatement, is an option pertaining to assets incidental to our main business inthe calculation of NAREIT FFO to make an election to include or exclude gains and losses on the sale of these assets, such asmarketable equity securities and include or exclude mark-to-market changes in the value recognized on these marketable equitysecurities. In conjunction with the adoption of the FFO White Paper - 2018 Restatement, for all periods presented, we have electedto exclude the change in the fair value of marketable securities from our FFO calculation. NAREIT created FFO as a non-U.S. GAAPsupplemental measure of REIT operating performance. We define Normalized Funds from Operations Attributable to Common Shareholders(“Normalized FFO”), as FFO, excluding gains and losses realized on marketable securities investments and certain one-timecharges. FFO and Normalized FFO should be considered as supplemental measures of operating performance used by REITs. FFO andNormalized FFO exclude historical cost depreciation as an expense and may facilitate the comparison of REITs which have a differentcost basis. However, other REITs may use different methodologies to calculate FFO and Normalized FFO and, accordingly, our FFOand Normalized FFO may not be comparable to all other REITs. The items excluded from FFO and Normalized FFO are significant componentsin understanding the Company’s financial performance.

FFOand Normalized FFO (i) do not represent Cash Flow from Operations as defined by GAAP; (ii) should not be considered as an alternativeto net income (loss) as a measure of operating performance or to cash flows from operating, investing and financing activities;and (iii) are not alternatives to cash flow as a measure of liquidity. FFO and Normalized FFO, as calculated by the Company, maynot be comparable to similarly titled measures reported by other REITs.

TheCompany’s FFO and Normalized FFO attributable to common shareholders are calculated as follows (in thousands except footnotes) :

		2020				2019				2018				2017				2016
Net Income (Loss) Attributable to Common Shareholders		$	(29,759	)		$	2,566			$	(56,532	)		$	(7,679	)		$	(2,569	)
Depreciation Expense			41,707				36,811				31,691				27,558				23,214
Loss on Sales of Investment Property and Equipment			216				111				131				81				2
Acquisition Costs			-0-				-0-				-0-				-0-				79
Early Extinguishment of Debt (1)			-0-				-0-				-0-				-0-				5
(Increase) Decrease in Fair Value of Marketable Securities (3)			14,119				(14,915	)			51,675				-0-				-0-
FFO Attributable to Common Shareholders			26,283				24,573				26,965				19,960				20,731
Adjustments:
Redemption of Preferred Stock			2,871				-0-				-0-				3,502				-0-
Gain on Sales of Marketable Securities, net			-0-				-0-				(20	)			(1,748	)			(2,285	)
Non-Recurring Other Expense (2)			-0-				634				525				-0-				-0-
Normalized FFO Attributable to Common Shareholders		$	29,154			$	25,207			$	27,470			$	21,714			$	18,446

	(1)	Included in Interest Expense on the Consolidated Statements of Income (Loss).
	(2)	Consists of utility billing dispute over a prior 10-year period ($375,000), emergency windstorm tree removal expenses in three communities ($179,000) and costs associated with acquisitions not completed ($80,000) in 2019 and one-time payroll expenditures ($525,000) in 2018.
	(3)	Represents change in unrealized gain (loss) in marketable securities which is included in the Consolidated Statements of Income (Loss) in accordance with ASU 2016-01, adopted January 1, 2018.

Liquidityand Capital Resources

TheCompany operates as a REIT deriving its income primarily from real estate rental operations. The Company’s principal liquiditydemands have historically been, and are expected to continue to be, distributions to the Company’s shareholders, acquisitions,capital improvements, development and expansions of properties, debt service, purchases of manufactured home inventory and rentalhomes, financing of manufactured home sales and payments of expenses relating to real estate operations. The Company’s abilityto generate cash adequate to meet these demands is dependent primarily on income from its real estate investments and marketablesecurities portfolio, the sale of real estate investments and marketable securities, refinancing of mortgage debt, leveragingof real estate investments, availability of bank borrowings or lines of credit, proceeds from the DRIP and access to thecapital markets.

Inaddition to cash generated through operations, the Company uses a variety of sources to fund its cash needs, including acquisitions.Specifically, the Company may sell marketable securities from its investment portfolio, borrow on its unsecured creditfacility or lines of credit, finance and refinance its properties, and/or raise capital through the DRIP and capital markets.In order to provide financial flexibility to opportunistically access the capital markets, during 2020 the Companyimplemented both the Common ATM Program and the New Preferred ATM Program. The Common ATM Program allows the Companyto offer and sell shares of the Company’s Common Stock having an aggregate sales price of up to $100 million from time totime to or through the Company’s distribution agents. The New Preferred ATM Program allows the Company tooffer and sell shares of the Company’s Series C Preferred Stock and/or Series D Preferred Stock having an aggregate salesprice of up to $100 million from time to time to or through the Company’s distribution agent.

TheCompany intends to continue to increase its real estate investments. Our business plan includes acquiring communities that yieldin excess of our cost of funds and then investing in physical improvements, including adding rental homes onto otherwise vacantsites. There is no guarantee that any of these additional opportunities will materialize or that the Company will be able to takeadvantage of such opportunities. The growth of our real estate portfolio depends on the availability of suitable properties whichmeet the Company’s investment criteria and appropriate financing. Competition in the market areas in which the Company operatesis significant. To the extent that funds or appropriate communities are not available, fewer acquisitions will be made.

TheCompany continues to strengthen its capital and liquidity positions and maintains financial flexibility. Through the 2019Preferred ATM Program and the New Preferred ATM Program, during 2020 the Company issued and sold a totalof 134,000 shares of our Series C Preferred Stock and 3.8 million shares of our Series D Preferred Stock, generating grossproceeds of $97.8 million and net proceeds after offering expenses of $96.1 million during the year ended December 31, 2020. Subsequentto year end, the Company issued and sold an additional 768,000 shares of its Series D Preferred Stock at a weighted averageprice of $24.80 per share under the New Preferred ATM Program, generating gross proceeds of $19.1 million and net proceeds of$18.8 million, after offering expenses.

Duringthe year ended December 31, 2020, the Company issued and sold 135,000 shares of Common Stock through the CommonATM Program at a weighted average price of $14.60 per share, generating gross proceeds of $2.0 million and net proceeds of $1.7million, after offering expenses.

OnOctober 20, 2020, the Company voluntarily redeemed all 3.8 million issued and outstanding shares of its Series B PreferredStock at a redemption price equal to the $25.00 per share liquidation preference plus accrued and unpaid dividends to,but not including, th e October 20, 2020 redemptiondate in an amount of $0.2722 per share, for a total payment of $25.2722 per share, or $96.1 million. The redemption was fundedin part with proceeds from our $106 million Fannie Mae financing completed in August 2020.

Inaddition, the Company has a DRIP in which participants can purchase stock from the Company at a price of approximately 95% ofmarket. During 2020, amounts received, including dividends reinvested of $3.2 million, totaled $9.2 million. Subsequent to yearend, the Company announced that it was decreasing the maximum amount of optional cash payments that may be made by participantsin the DRIP in any single month from $5,000 to $1,000, unless a request for waiver of such allowable monthly maximum amount hasbeen granted by the Company.

DuringAugust 2020, the Company completed a financing of 28 of its previously unencumbered communities, containing approximately 4,100sites, through Wells Fargo Bank, N. A. for total proceeds of approximately $106 million. This secured Fannie Mae credit facilityhas a 10-year maturity with a 30-year amortization schedule, with interest at a fixed rate of 2.62%.

OnNovember 29, 2018, the Company entered into a First Amendment to Amended and Restated Credit Agreement to expand and extend itsexisting unsecu red revolving credit facility. The Facility is syndicated with two banks led by BMOCapital Markets Corp., as sole lead arranger and sole book runner, with Bank of Montreal as administrative agent, and includesJPMorgan Chase Bank, N.A. as the sole syndication agent. The Amendment provides for an increase from $50 million in availableborrowings to $75 million in available borrowings with a $50 million accordion feature, bringing the total potential availabilityup to $125 million, subject to certain conditions including obtaining commitments from additional lenders. The Amendment alsoextends the maturity date of the Facility from March 27, 2020 to November 29, 2022, with a one-year extension available at theCompany’s option, subject to certain conditions including payment of an extension fee. Availability under the Facility islimited to 60% of the value of the unencumbered communities which the Company has placed in the Facility’s unencumberedasset pool. The Amendment increased the value of the Borrowing Base communities by reducing the capitalization rate applied tothe Net Operating Income generated by the communities in the Borrowing Base from 7.5% to 7.0%. Subsequent to year end, the capitalizationrate was further reduced from 7.0% to 6.5%. As of December 31, 2020, $30 million was available on this credit facility.

TheCompany also has the ability to finance home sales, inventory purchases and rental home purchases. The Company has a $20 millionrevolving line of credit for the financing of homes, of which $6 million was utilized at December 31, 2020, and revolving creditfacilities totaling $28.5 million to finance inventory purchases, of which $13.1 million was utilized at December 31, 2020. During2020, the Company also entered into a new $20 million revolving line of credit (expandable to $30 million) securedby rental homes and rental home leases in several of our manufactured home communities, of which $5 million was utilized atDecember 31, 2020.

Asof December 31, 2020, the Company had $15.3 million of cash and cash equivalents and marketable securities of $103.2 million encumberedby $17.6 million in margin loans. The Company owned 124 communities of which 20 are unencumbered. The Company’s marketablesecurities and non-mortgaged properties provide us with additional liquidity. The Company believes that cash on hand, funds generatedfrom operations, the DRIP and capital market, the funds available on the lines of credit, together with the ability to financeand refinance its properties will provide sufficient funds to adequately meet its obligations over the next several years.

TheCompany’s focus is on real estate investments. The Company has historically financed purchases of real estate primarilythrough mortgages. During 2020, total investment property, including rental homes, increased 9% or $93.2 million. The Companymade acquisitions of two manufactured home communities totaling approximately 310 developed sites at an aggregate purchase priceof $7.8 million. These acquisitions were funded by assuming the existing mortgages and the use of our unsecured creditfacility. See Note 3 of the Notes to Consolidated Financial Statements for additional information on our acquisitions and Note5 of the Notes to Consolidated Financial Statements for related debt transactions. The Company continues to evaluate acquisitionopportunities. The funds for these acquisitions may come from bank borrowings, proceeds from the DRIP, and private placementsor public offerings of common or preferred stock, including under the Common ATM Program or New Preferred ATM Program.To the extent that funds or appropriate properties are not available, fewer acquisitions will be made.

TheCompany owned approximately 8,300 rental homes, or approximately 35% of our total homesites ad of December 31, 2020. During 2020,our rental home portfolio increased by 858 homes or $52.5 million. The Company markets these rental homes for sale to existingresidents. The Company estimates that in 2021 it will purchase approximately 900 manufactured homes to use as rental units fora total cost, including setup, of approximately $45 million. Rental home rates on new homes range from approximately $650-$1,500per month, including lot rent, depending on size, location and market conditions. During 2020, the Company also invested approximately$24 million in other improvements to our communities.

Additionally,the Company has investments in marketable debt and equity securities of other REITs. The REIT securities portfolio provides theCompany with additional liquidity and income and serves as a proxy for real estate when more favorable risk adjusted returns arenot available. The Company generally limits its marketable securities investments to no more than approximately 15% of its undepreciatedassets. During 2020, the securities portfolio decreased 11% or $13.0 million primarily due to a net unrealized loss of $14.1 millionpartially offset by purchases of $1.1 million. The Company had dividend income earned of $5.7 million. The Company from time totime may purchase these securities on margin when there is an adequate yield spread. At December 31, 2020, $17.6 million was outstandingon the margin loan at a 0.75% interest rate.

Thefollowing table summarizes cash flow activity for the years ended December 31, 2020, 2019 and 2018 (in thousands) :

		2020				2019				2018
Net Cash Provided by Operating Activities		$	69,037			$	38,516			$	40,175
Net Cash Used in Investing Activities			(103,770	)			(122,350	)			(137,603	)
Net Cash Provided by Financing Activities			44,330				90,053				82,314
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash		$	9,597			$	6,219			$	(15,114	)

Netcash provided by operating activities increased by $30.5 million in 2020 to $69.0 million. This increase was primarily due toan increase in Community NOI and a decrease in inventory in 2020 compared to an increase in 2019. Net cash provided by operatingactivities remained relatively stable from 2018 to 2019.

Netcash used in investing activities decreased by $18.6 million in 2020 and $15.3 million in 2019, primarily due to a decrease inacquisitions of manufactured home communities and, in 2019, a decrease in purchases of REIT securities.

Net cash provided by financingactivities decreased by $45.7 million in 2020 to $44.3 million. The Company obtained new mortgages of $106 million. The Companyalso received $9.2 million, including dividends reinvested, through the DRIP. In addition, in 2020 the Company issued andsold 134,000 shares of its Series C Preferred Stock and 3.8 million shares of its Series D Preferred Stock through the2019 Preferred ATM Program and the New Preferred ATM Program, raising net proceeds during 2020 of approximately $96.1 million.The Company also issued and sold 135,000 shares of its Common Stock through the Common ATM Program, raising netproceeds of approximately $1.7 million. In October 2020, the Company voluntarily redeemed all of its Series B PreferredStock for approximately $96.1 million. During 2020, the Company also distributed to our common shareholders a total of $29.8 million,including dividends reinvested. In addition, the Company also paid $31.9 million in preferred dividends.

Netcash provided by financing activities increased by $7.7 million in 2019 to $90.1 million. The Company received $31.5 million,including dividends reinvested, through the DRIP, and issued and sold 4 million shares of its Series C Preferred Stockin an underwritten registered public offering, raising net proceeds of approximately $96.7 million. In addition, in 2019 the Companyissued and sold 651,000 shares of its Series D Preferred Stock through the 2019 Preferred ATM Program, raising netproceeds of approximately $15.9 million. During 2019, the Company also distributed to our common shareholders a total of $28.8million, including dividends reinvested. In addition, the Company also paid $25.7 million in preferred dividends.

Cashflows were primarily used for purchases of manufactured home communities, capital improvements, payment of dividends, purchasesof marketable securities, purchase of inventory and rental homes, loans to customers for the sales of manufactured homes, andexpansion of existing communities. The Company meets maturing mortgage obligations by using a combination of cash flows and refinancing.The dividend payments were primarily made from cash flows from operations.

Cashflows used for capital improvements include amounts needed to meet environmental and regulatory requirements in connection withthe manufactured home communities that provide water or sewer service. Excluding expansions and rental home purchases, the Companyis budgeting approximately $12 million in capital improvements for 2021.

TheCompany’s significant commitments and contractual obligations relate to its mortgages and loans payable, acquisitions ofmanufactured home communities, retirement benefits, and the lease on its corporate offices as described in Note 8 to the ConsolidatedFinancial Statements.

Theextent to which COVID-19 and related actions impact our operations, financial condition and cash flows will depend on future developments(including the ongoing roll-out of vaccines and their efficacy), which cannot be predicted with any degree of confidence,including the scope, severity, duration and geographies of the outbreak, the actions taken to contain the COVID-19 pandemic ormitigate its impact requested or mandated by governmental authorities or otherwise voluntarily taken by individuals or businesses,the success of governmental actions undertaken to support the economy during the pandemic and the duration and severity of directand indirect economic effects of the pandemic and containment measures, among others. As previously discussed, at thistime, we believe that the consequences of the COVID-19 pandemic will not have a material adverse effect on our financialcondition.

TheCompany has 1,800 acres of undeveloped land which it could develop over the next several years. The Company continues to analyzethe best use of its vacant land.

Asof December 31, 2020, the Company had total assets of $1.1 billion and total liabilities of $585.4 million. Our net debt (netof cash and cash equivalents) to total market capitalization as of December 31, 2020 and 2019 was approximately 34% and 29%, respectively.Our net debt, less securities (net of cash and cash equivalents and marketable securities) to total market capitalization as ofDecember 31, 2020 and 2019 was approximately 28% and 22%, respectively.

TheCompany believes that it has the ability to meet its obligations and to generate funds for new investments.

Off-BalanceSheet Arrangements and Contractual Obligations

TheCompany has not executed any material off-balance sheet arrangements.

Thefollowing is a summary of the Company’s contractual obligations as of December 31, 2020 (in thousands) :

Contractual Obligations		Total				Less than 1 year				1-3 years				3-5 years				More than 5 years
Mortgages Payable		$	476,390			$	25,668			$	88,839			$	149,088			$	212,795
Interest on Mortgages Payable			92,503				18,108				31,405				23,263				19,727
Loans Payable			87,353				31,121				56,232				-0-				-0-
Interest on Loans Payable			2,967				1,844				1,123				-0-				-0-
Operating Lease Obligations			1,768				277				558				560				373
Purchase of Properties			8,000				8,000				-0-				-0-				-0-
Retirement Benefits			400				-0-				-0-				-0-				400
Total		$	669,381			$	85,018			$	178,157			$	172,911			$	233,295

Mortgagespayable represents the principal amounts outstanding based on scheduled payments. The interest on these mortgages are at fixedrates ranging from 2.62% to 6.5%. The weighted average interest rate, not including the effect of unamortized debt issuance costs,was approximately 3.8% at December 31, 2020. As of December 31, 2020, the weighted average loan maturity of the mortgage payableis 6.0 years.

Loanspayable represents $45 million outstanding on the Company’s unsecured line of credit with an interest rate ranging fromLIBOR plus 1.50% to 2.20% or Prime plus 0.50% to 1.20%, based on the Company’s overall leverage (interest rate of 1.65%as of December 31, 2020); $17.6 million outstanding on its margin line with an interest rate of 0.75% at December 31, 2020; $13.1million outstanding on the Company’s revolving credit agreements to finance inventory with interest rates ranging from 4.15%to prime with a minimum of 6% (weighted average interest rate of 4.44% as of December 31, 2020); $5.0 million outstanding on itsrevolving line of credit secured by rental homes and rental home leases with an interest rate of prime plus 25 basis points witha floor of 3.5% (interest rate of 3.50% at December 31, 2020); $6.0 million outstanding on the Company’s revolving lineof credit secured by eligible notes receivables with an interest rate of prime with a floor of 3.25% (interest rate of 3.25% asof December 31, 2020); and $658,000 outstanding on its automotive loans with a weighted average interest rate of 4.22%.

Operatinglease obligations represent a lease with a related party for the Company’s corporate offices. On October 1, 2019, the Companyentered into a new lease for its executive offices which combines the existing corporate office space with additional adjacentoffice space. This new lease extends our existing lease through April 30, 2027 and requires monthly lease payments of $23,098through April 30, 2022 and $23,302 from May 1, 2022 through April 30, 2027. The Company is also responsible for its proportionateshare of real estate taxes and common area maintenance. Mr. Eugene W. Landy, the Founder and Chairman of the Board of Directorsof the Company, owns a 24% interest in the entity that is the landlord of the property where the Company’s corporateoffice space is located. Management believes that the aforesaid rent is no more than what the Company would pay for comparablespace elsewhere.

Purchaseof properties represents the total purchase price of two communities under contract as of December 31, 2020, onein Alabama and one in South Carolina, totaling 337 developed home sites. The Company completed the acquisitions of theseproperties in January 2021.

Retirementbenefits of $400,000 represent the total future amount to be paid, on an undiscounted basis, relating to the Company’s Founderand Chairman. These benefits are based upon his specific employment agreement. The agreement does not require the Company to separatelyfund the obligation and therefore it will be paid from the general assets of the Company. The Company has accrued these benefitson a present value basis over the term of the agreement (See Note 8 of the Notes to Consolidated Financial Statements).

CriticalAccounting Policies and Estimates

Thediscussion and analysis of the Company’s financial condition and results of operations are based upon the Company’sconsolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financialstatements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenuesand expenses, and related disclosure of contingent assets and liabilities at the date of the Company’s consolidated financialstatements. Actual results may differ from these estimates under different assumptions or conditions.

Significantaccounting policies are defined as those that involve significant judgment and potentially could result in materially differentresults under different assumptions and conditions. Management believes the following critical accounting policy is affected byour more significant judgments and estimates used in the preparation of the Company’s consolidated financial statements.For a detailed description of this and other accounting policies, see Note 2 of the Notes to Consolidated Financial Statementsincluded in this Form 10-K.

Impairmentin Real Estate Investments

TheCompany applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)360-10, Property, Plant & Equipment (“ASC 360-10”) to measure impairment in real estate investments. Rental propertiesare individually evaluated for impairment when conditions exist which may indicate that it is probable that the sum of expectedfuture cash flows (on an undiscounted basis without interest) from a rental property is less than the carrying value under itshistorical net cost basis. These expected future cash flows consider factors such as future operating income, trends and prospectsas well as the effects of leasing demand, competition and other factors. Upon determination that an other than temporary impairmenthas occurred, rental properties are reduced to their fair value. For properties to be disposed of, an impairment loss is recognizedwhen the fair value of the property, less the estimated cost to sell, is less than the carrying amount of the property measuredat the time there is a commitment to sell the property and/or it is actively being marketed for sale. A property to be disposedof is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the datethat a property is held for disposition, depreciation expense is not recorded.

TheCompany conducted a comprehensive review of all real estate asset classes in accordance with ASC 360-10-35-21, whichindicates that asset values should be analyzed whenever events or changes in circumstances indicate that the carrying valueof a property may not be fully recoverable. The process entailed the analysis of property for instances where the net bookvalue exceeds the estimated fair value. In accordance with ASC 360-10-35-17, an impairment loss shall be recognized if thecarrying amount of a long-lived asset is not recoverable and exceeds its fair value. The Company utilizes theexperience and knowledge of its internal valuation team to derive certain assumptions used to determine an operatingproperty’s cash flow. Such assumptions include lease-up rates, rental rates, rental growth rates, and capitalexpenditures. The Company reviewed its operating properties in light of the requirements of ASC 360-10 and determined that,as of December 31, 2020, the undiscounted cash flows over the holding period for these properties were in excess of theircarrying values and, therefore, no impairment charges were required.

RecentAccounting Pronouncements

SeeNote 2 of the Notes to Consolidated Financial Statements.

Item7A – Quantitative and Qualitative Disclosures about Market Risk

Marketrisk is the risk of loss from adverse changes in market prices and interest rates. The Company’s principal market risk exposureis interest rate risk. The Company’s future income, cash flows and fair values relevant to financial instruments are dependentupon prevalent market interest rates. Many factors, including governmental monetary and tax policies, domestic and internationaleconomic and political considerations and other factors that are beyond the Company’s control contribute to interest raterisk. The Company mitigates this risk by maintaining prudent amounts of leverage, minimizing capital costs and interest expensewhile continuously evaluating all available debt and equity resources and following established risk management policies and procedures,which may include the periodic use of derivatives. The Company’s primary strategy in entering into derivative contractsis to minimize the variability that changes in interest rates could have on its future cash flows. The Company generally employsderivative instruments that effectively convert a portion of its variable rate debt to fixed rate debt. The Company does not enterinto derivative instruments for speculative purposes.

Thefollowing table sets forth information as of December 31, 2020, concerning the Company’s mortgages and loans payable, includingprincipal cash flow by scheduled maturity, weighted average interest rates and estimated fair value (in thousands) .

		Mortgages Payable								Loans Payable
						Weighted Average								Weighted Average
		Carrying Value				Interest Rate				Carrying Value				Interest Rate
2021		$	2,077				6.50	%		$	31,121				2.35	%
2022			19,386				4.42	%			56,228				2.00	%
2023			65,240				3.88	%			4				4.22	%
2024			-0-				-0-	%			-0-				-0-	%
2025			131,760				4.04	%			-0-				-0-	%
Thereafter			257,927				2.48	%			-0-				-0-	%
Total		$	476,390				3.81	%(1)		$	87,353				2.12	%(1)
Estimated Fair Value		$	487,720							$	87,353

⁽¹⁾ Weighted average interest rate, not including the effect of unamortized debt issuance costs. The weighted average interestrate, including the effect of unamortized debt issuance costs, at December 31, 2020 was 3.87% for mortgages payable and 2.13%for loans payable.

Allmortgage loans are at fixed rates. The Company has approximately $86.7 million in variable rate loans payable. If short-term interestrates increased or decreased by 1%, interest expense would have increased or decreased by approximately $867,000.

TheCompany invests in equity securities of other REITs and is primarily exposed to market price risk from adverse changes in marketrates and conditions. The Company generally limits its marketable securities investments to no more than approximately 15% ofits undepreciated assets. All securities are carried at fair value.

Item8 – Financial Statements and Supplementary Data

Thefinancial statements and supplementary data listed in Part IV, Item 15(a)(1) are incorporated herein by reference and filed aspart of this report.

Thefollowing is the Unaudited Selected Quarterly Financial Data (in thousands except per share amounts) :

SELECTEDQUARTERLY FINANCIAL DATA (UNAUDITED)

THREEMONTHS ENDED

2020		March 31				June 30				September 30				December 31
Total Income		$	37,573			$	40,084			$	43,123			$	42,829
Total Expenses			31,819				33,348				35,747				34,382
Other Income (Expense)			(40,395	)			11,628				(9,112	)			14,837
Net Income (Loss) from continuing operations			(34,748	)			18,325				(1,767	)			23,245
Net Income (Loss) Attributable to Common Shareholders			(42,838	)			10,235				(12,747	)			15,591
Net Income (Loss) Attributable to Common Shareholders per Share –
Basic and Diluted			(1.04	)			0.25				(0.31	)			0.38

2019		March 31				June 30				September 30				December 31
Total Income		$	34,287			$	37,230			$	37,329			$	37,745
Total Expenses			29,750				32,588				32,387				31,857
Other Income (Expense)			6,521				(3,906	)			7,519				(2,282	)
Net Income (Loss) from continuing operations			11,037				749				12,433				3,531
Net Income (Loss) Attributable to Common Shareholders			5,914				(5,537	)			5,622				(3,433	)
Net Income (Loss) Attributable to Common Shareholders per Share –
Basic			0.16				(0.15	)			0.14				(0.08	)
Diluted			0.15				(0.15	)			0.14				(0.08	)

Item9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Therewere no changes in, or any disagreements with, the Company’s independent registered public accounting firm on accountingprinciples and practices or financial disclosure during the years ended December 31, 2020 and 2019.

Item9A – Controls and Procedures

DisclosureControls and Procedures

Management,with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosurecontrols and procedures (as defined in Securities Exchange Act of 1934 Rule 13a-15(e) and 15d-15(e)) as of the end of the periodcovered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosurecontrols and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of informationthat would potentially be subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and regulationspromulgated thereunder as of December 31, 2020.

InternalControl over Financial Reporting

(a)Management’s Annual Report on Internal Control over Financial Reporting

Managementof the Company is responsible for establishing and maintaining effective internal control over financial reporting (as definedin Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control system was designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statementsfor external purposes in accordance with GAAP. Because of its inherent limitations, including the possibility of collusion orimproper management override of controls, internal control over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate becauseof changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Managementassessed the Company’s internal control over financial reporting as of December 31, 2020. This assessment was based on criteriafor effective internal control over financial reporting established in Internal Control — Integrated Framework issuedby the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013 framework). Based on this assessment,management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020.

PKFO’Connor Davies, LLP, the Company’s independent registered public accounting firm, has issued their report on theiraudit of the Company’s internal control over financial reporting, a copy of which is included herein.

(b)Attestation Report of the Independent Registered Public Accounting Firm

Reportof Independent Registered Public Accounting Firm

Tothe Board of Directors and Shareholders of

UMHProperties, Inc.

Opinionon Internal Control over Financial Reporting

Wehave audited UMH Properties, Inc.’s (the “Company”) internal control over financial reporting as of December31, 2020, based on criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internalcontrol over financial reporting as of December 31, 2020, based on criteria established in Internal Control–Integrated Framework(2013) issued by COSO.

Wehave also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),the consolidated balance sheets of the Company as of December 31, 2020 and 2019, and the related consolidated statements of income(loss), comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period endedDecember 31, 2020, and our report dated March 10, 2021, expressed an unqualified opinion thereon.

Basisfor Opinion

TheCompany’s management is responsible for maintaining effective internal control over financial reporting, and for its assessmentof the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Reporton Internal Control. Our responsibility is to express an opinion on the Company’s internal control over financial reportingbased on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respectto the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securitiesand Exchange Commission and the PCAOB.

Weconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditto obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit of internal control over financial reporting included obtaining an understanding of internal control overfinancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessaryin the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definitionand Limitations of Internal Control over Financial Reporting

Acompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company’s internal control over financial reporting includes those policies and proceduresthat (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expendituresof the company are being made only in accordance with authorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’sassets that could have a material effect on the financial statements.

Becauseof its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projectionsof any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changesin conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/PKF O’Connor Davies, LLP

March10, 2021

NewYork, New York

(c)Changes in Internal Control over Financial Reporting

Therehave been no changes to our internal control over financial reporting during the quarter ended December 31, 2020 that have materiallyaffected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item9B – Other Information

None.

PARTIII

Item10 – Directors, Executive Officers and Corporate Governance

Theinformation required by this item is incorporated herein by reference to the definitive proxy statement for the Company’s2021 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A and the information included under thecaption “ Information about our Executive Officers” in Part I hereof, in accordance with General Instruction G(3)to Form 10-K.

Item11 – Executive Compensation

Theinformation required by this item is incorporated herein by reference to the definitive proxy statement for the Company’s2021 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A, in accordance with General InstructionG(3) to Form 10-K.

Item12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Theinformation required by this item is incorporated herein by reference to the definitive proxy statement for the Company’s2021 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A, in accordance with General InstructionG(3) to Form 10-K.

Item13 – Certain Relationships and Related Transactions, and Director Independence

Theinformation required by this item is incorporated herein by reference to the definitive proxy statement for the Company’s2021 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A, in accordance with General InstructionG(3) to Form 10-K.

Item14 – Principal Accounting Fees and Services

Theinformation required by this item is incorporated herein by reference to the definitive proxy statement for the Company’s2021 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A, in accordance with General InstructionG(3) to Form 10-K.

PARTIV

Item15 – Exhibits, Financial Statement Schedules

			Page(s)
(a) (1)		The following Financial Statements are filed as part of this report.
	(i)	Report of Independent Registered Public Accounting Firm	59
	(ii)	Consolidated Balance Sheets as of December 31, 2020 and 2019	60-61
	(iii)	Consolidated Statements of Income (Loss) for the years ended December 31, 2020, 2019 and 2018	62-63
	(iv)	Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2020, 2019 and 2018	64-65
	(v)	Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018	66
	(vi)	Notes to Consolidated Financial Statements	67-97
(a) (2)		The following Financial Statement Schedule is filed as part of this report:
	(i)	Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2020	98-107

Allother schedules are omitted for the reason that they are not required, are not applicable, or the required information is setforth in the consolidated financial statements or notes thereto.

(a)(3) The Exhibits set forth in the following index of Exhibits are filed as part of this Report.

Exhibit No.		Description
(2)		Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
2.1		Agreement and Plan of Merger dated as of June 23, 2003 (incorporated by reference from the Company’s Definitive Proxy Statement as filed with the Securities and Exchange Commission on July 10, 2003, Registration No. 001-12690).
(3)		Articles of Incorporation and By-Laws
3.1		Articles of Incorporation of UMH Properties, Inc., a Maryland corporation (incorporated by reference from the Company’s Definitive Proxy Statement as filed with the Securities and Exchange Commission on July 10, 2003, Registration No. 001-12690).
3.2		Amendment to Articles of Incorporation (incorporated by reference to the 8-K as filed by the Registrant with the Securities and Exchange Commission on April 3, 2006, Registration No. 001-12690) .
3.3		Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 26, 2011, Registration No. 001-12690).
3.4		Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 26, 2011, Registration No. 001-12690).
3.5		Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 10, 2012, Registration No. 001-12690).
3.6		Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 10, 2012, Registration No. 001-12690).
3.7		Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 31, 2012, Registration No. 001-12690).
3.8		Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 31, 2012, Registration No. 001-12690).
3.9		Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 20, 2015, Registration No. 001-12690).
3.10		Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 20, 2015, Registration No. 001-12690).
3.11		Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 5, 2016, Registration No. 001-12690).

Exhibit No.		Description
3.12		Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 5, 2016, Registration No. 001-12690).
3.13		Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on August 11, 2016, Registration No. 001-12690).
3.14		Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on June 5, 2017, Registration No. 001-12690).
3.15		Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 26, 2017, Registration No. 001-12690).
3.16		Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 26, 2017, Registration No. 001-12690).
3.17		Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on January 22, 2018, Registration No. 001-12690).
3.18		Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 29, 2019, Registration No. 001-12690).
3.19		Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 29, 2019, Registration No. 001-12690).
3.20		Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 22, 2019, Registration No. 001-12690).
3.21		Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 22, 2019, Registration No. 001-12690).
3.22		Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 18, 2020, Registration No. 001-12690).
3.23		Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 16, 2020, Registration No. 001-12690).
3.24		Bylaws of the Company, as amended and restated, dated March 31, 2014 (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on March 31, 2014, Registration No. 001-12690).

Exhibit No.		Description
(4)		Instruments Defining the Rights of Security Holders, Including Indentures
4.1		Specimen certificate of common stock of UMH Properties, Inc. (incorporated by reference to Exhibit 4.1 to the Form S-3 as filed by the Registrant with the Securities and Exchange Commission on December 21, 2010, Registration No. 333-171338).
4.2		Specimen certificate representing the Series C Preferred Stock of UMH Properties, Inc. (incorporated by reference to Exhibit 4.2 to the Form 8-A12B as filed by the Registrant with the Securities and Exchange Commission on July 26, 2018, Registration No. 001-12690).
4.3		Specimen certificate representing the Series D Preferred Stock of UMH Properties, Inc. (incorporated by reference to Exhibit 4.2 to the Form 8-A12B as filed by the Registrant with the Securities and Exchange Commission on January 22, 2018, Registration No. 001-12690).
(10)		Material Contracts
10.1	+	Employment Agreement with Mr. Eugene W. Landy dated December 14, 1993 (incorporated by reference to the Company’s 1993 Form 10-K as filed with the Securities and Exchange Commission on March 28, 1994).
10.2	+	Amendment to Employment Agreement with Mr. Eugene W. Landy effective January 1, 2004 (incorporated by reference to the Company’s 2004 Form 10-K/A as filed with the Securities and Exchange Commission on March 30, 2005, Registration No. 001-12690).
10.3	+	Second Amendment to Employment Agreement of Eugene W. Landy, dated April 14, 2008 (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 16, 2008, Registration No. 001-12690).
10.4	+	Third Amendment to Employment Agreement with Mr. Eugene W. Landy effective October 1, 2014 (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 8, 2014, Registration No. 001-12690).
10.5	+	Amended and Restated Employment Agreement Effective January 1, 2018, between UMH Properties, Inc. and Samuel A. Landy (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 13, 2018, Registration No. 001-12690).
10.6	+	Amended and Restated Employment Agreement Effective January 1, 2018, between UMH Properties, Inc. and Anna T. Chew (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 13, 2018, Registration No. 001-12690).
10.7	+	Form of Indemnification Agreement between UMH Properties, Inc. and its Directors and Executive Officers (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 23, 2012, Registration No. 001-12690).
10.8	+	UMH Properties, Inc. Amended and Restated 2013 Incentive Award Plan (incorporated by reference to the Company’s Definitive Proxy Statement (DEF 14A) as filed with the Securities and Exchange Commission on April 20, 2018, Registration No. 001-12690).
10.9		Dividend Reinvestment and Stock Purchase Plan (incorporated by reference to the Company’s Registration Statement filed on Form S-3D as filed with the Securities and Exchange Commission on June 17, 2019, Registration No. 333-232162).

Exhibit No.		Description
10.10		Amended and Restated Credit Agreement by and among UMH Properties, Inc. and Bank of Montreal dated March 28, 2018 (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on December 4, 2018, Registration No. 001-12690).
10.11		At-the-Market Sales Agreement by and between UMH Properties, Inc. and B. Riley FBR, Inc. (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 22, 2019, Registration No. 001-12690).
10.12		Equity Distribution Agreement by and between UMH Properties, Inc. and BMO Capital Markets Corp., B. Riley FBR, Inc., Compass Point Research & Trading LLC, D.A. Davidson & Co., Janney Montgomery Scott LLC, and J.P. Morgan Securities LLC (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on June 30, 2020, Registration No. 001-12690).
10.13		At-the-Market Sales Agreement by and between UMH Properties, Inc. and B. Riley Securities, Inc. (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 22, 2020, Registration No. 001-12690).
(21)	*	Subsidiaries of the Registrant.
(23)	*	Consent of PKF O’Connor Davies, LLP.
(31.1)	*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(101)		Interactive Data File
	++	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	++	Inline XBRL Taxonomy Extension Schema Document
101.CAL	++	Inline XBRL Taxonomy Extension Calculation Document
101.LAB	++	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	++	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	++	Inline XBRL Taxonomy Extension Definition Linkbase Document
*		Filed herewith.
+		Denotes a management contract or compensatory plan or arrangement.
++		Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act, is deemed not “filed” for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

Item16 – Form 10-K Summary

Notapplicable.

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TheBoard of Directors and Shareholders of

UMHProperties Inc.

Opinionon the Financial Statements

Wehave audited the accompanying consolidated balance sheets of UMH Properties, Inc. and subsidiaries (the “Company”)as of December 31, 2020 and 2019, and the related consolidated statements of income (loss), comprehensive income (loss), shareholders’equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and schedule listedin the Index at Item 15(a)(2)(i) (collectively referred to as the “consolidated financial statements”). In our opinion,the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Wehave also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in InternalControl–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO),and our report dated March 10, 2021, expressed an unqualified opinion.

Basisfor Opinion

Theseconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express anopinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registeredwith the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities lawsand the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Weconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditto obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whetherdue to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includedexamining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our auditsalso included evaluating the accounting principles used and significant estimates made by management, as well as evaluating theoverall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

CriticalAudit Matter

Thecritical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statementsthat was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures thatare material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, takenas a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical auditmatter or on the accounts or disclosures to which it relates.

Valuationof Investment in Property and Equipment

AtDecember 31, 2020, the Company’s net consolidated investment property and equipment totaled $858 million. As discussed innote 2 to the consolidated financial statements, the Company’s investment property and equipment is evaluated annually orwhenever events or changes in circumstances indicates possible impairment. If there is an indication of possible impairment relatedto an investment property that is held and used, the expected future undiscounted cash flows are compared against the carryingvalue of that investment property. If the undiscounted cash flows are less than the carrying value, the Company would then determinethe fair market value of the property to calculate the extent of any impairment loss to recognize.

Auditingthe Company’s evaluation of investment property and equipment for impairment was complex and highly subjective. The determinationof the undiscounted cash flows for properties are sensitive to significant assumptions such as rental revenue and expense growthrates, and capitalization rates used to estimate a property’s residual value, all of which can be affected by expectationsabout future market conditions, customer demand, and competition, as well as the Company’s intent to hold and operate theproperty over the term assumed in the analysis.

Weobtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to the Company’sprocess for evaluating investment in real estate for impairment, including controls over management’s review of the significantassumptions described above.

Totest the Company’s process for evaluating investment property and equipment for impairment, we performed audit proceduresthat included, among others, assessing the methodologies, evaluating the significant assumptions of the matters discussed aboveand testing the completeness and accuracy of the underlying data used by the Company in its analysis. We compared the significantassumptions used by the Company to historical operational data of the particular property. We also compared the projected netoperating income to historical actual results. As part of our evaluation, we assessed the historical accuracy of the Company’sestimates and performed sensitivity analyses of certain assumptions to evaluate the changes in the undiscounted cash flows ofcertain properties that would result from changes in the assumptions used by management.

/s/ PKF O’Connor Davies, LLP

March10, 2021

NewYork, New York

Wehave served as the Company’s auditor since 2008.

UMHPROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATEDBALANCE SHEETS

ASOF DECEMBER 31, 2020 and 2019

(inthousands except per share amounts)

		2020				2019
-ASSETS-
Investment Property and Equipment
Land		$	73,704			$	72,459
Site and Land Improvements			656,721				618,041
Buildings and Improvements			28,153				27,380
Rental Homes and Accessories			349,905				297,401
Total Investment Property			1,108,483				1,015,281
Equipment and Vehicles			22,572				21,145
Total Investment Property and Equipment			1,131,055				1,036,426
Accumulated Depreciation			( 272,823	)			( 232,783	)
Net Investment Property and Equipment			858,232				803,643
Other Assets
Cash and Cash Equivalents			15,336				12,902
Marketable Securities at Fair Value			103,172				116,186
Inventory of Manufactured Homes			25,450				31,967
Notes and Other Receivables, net			46,414				37,995
Prepaid Expenses and Other Assets			17,785				10,762
Land Development Costs			20,825				11,998
Total Other Assets			228,982				221,810
TOTAL ASSETS		$	1,087,214			$	1,025,453

SeeAccompanying Notes to Consolidated Financial Statements

UMHPROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATEDBALANCE SHEETS (CONTINUED)

ASOF DECEMBER 31, 2020 and 2019

(inthousands except per share amounts)

		2020				2019
- LIABILITIES AND SHAREHOLDERS’ EQUITY -
LIABILITIES:
Mortgages Payable, net of unamortized debt issuance costs		$	469,279			$	373,658
Other Liabilities:
Accounts Payable			4,390				4,572
Loans Payable, net of unamortized debt issuance costs			87,009				83,686
Accrued Liabilities and Deposits			17,295				10,575
Tenant Security Deposits			7,433				6,623
Total Other Liabilities			116,127				105,456
Total Liabilities			585,406				479,114
Commitments and Contingencies			-				-
Shareholders’ Equity:
Series B – 8.0 % Cumulative Redeemable Preferred Stock, par value $ 0.10 per share, 4,000 shares authorized; 3,801 shares issued and outstanding as of December 31, 2019			0				95,030
Series C – 6.75 % Cumulative Redeemable Preferred Stock, par value $ 0.10 per share, 13,750 shares authorized; 9,884 and 9,750 shares issued and outstanding as of December 31, 2020 and 2019, respectively			247,100				243,750
Series D – 6.375 % Cumulative Redeemable Preferred Stock, par value $ 0.10 per share, 9,300 and 6,000 shares authorized; 6,434 and 2,651 shares issued and outstanding as of December 31, 2020 and 2019, respectively			160,854				66,268
Common Stock - $ 0.10 par value per share, 140,364 and 123,664 shares authorized; 41,919 and 41,130 shares issued and outstanding as of December 31, 2020 and 2019, respectively			4,192				4,113
Excess Stock - $ 0.10 par value per share, 3,000 shares authorized; no shares issued or outstanding as of December 31, 2020 and 2019			0				0
Additional Paid-In Capital			115,026				162,542
Undistributed Income (Accumulated Deficit)			( 25,364	)			( 25,364	)
Total Shareholders’ Equity			501,808				546,339
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	1,087,214			$	1,025,453

SeeAccompanying Notes to Consolidated Financial Statements

UMHPROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF INCOME (LOSS)

FORTHE YEARS ENDED DECEMBER 31, 2020, 2019 and 2018

(inthousands)

		2020				2019				2018
INCOME:
Rental and Related Income		$	143,344			$	128,611			$	113,833
Sales of Manufactured Homes			20,265				17,980				15,754
Total Income			163,609				146,591				129,587
EXPENSES:
Community Operating Expenses			63,175				61,708				52,949
Cost of Sales of Manufactured Homes			14,417				12,938				11,716
Selling Expenses			4,941				5,079				3,774
General and Administrative Expenses			11,056				10,046				10,880
Depreciation Expense			41,707				36,811				31,691
Total Expenses			135,296				126,582				111,010
OTHER INCOME (EXPENSE):
Interest Income			2,917				2,619				2,255
Dividend Income			5,729				7,535				10,367
Gain on Sales of Marketable Securities, net			0				0				20
Increase (Decrease) in Fair Value of Marketable Securities			( 14,119	)			14,915				( 51,675	)
Other Income			718				588				410
Interest Expense			( 18,287	)			( 17,805	)			( 16,039	)
Total Other Income (Expense)			( 23,042	)			7,852				( 54,662	)
Income (Loss) Before Loss on Sales of Investment Property and Equipment			5,271				27,861				( 36,085	)
Loss on Sales of Investment Property and Equipment			( 216	)			( 111	)			( 131	)
Net Income (Loss)			5,055				27,750				( 36,216	)
Less: Preferred Dividends			( 31,943	)			( 25,184	)			( 20,316	)
Less: Redemption of Preferred Stock			( 2,871	)			0				0
Net Income (Loss) Attributable to Common Shareholders		$	( 29,759	)		$	2,566			$	( 56,532	)

SeeAccompanying Notes to Consolidated Financial Statements

UMHPROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF INCOME (LOSS) (CONTINUED)

FORTHE YEARS ENDED DECEMBER 31, 2020, 2019 and 2018

(inthousands except per share amounts)

		2020				2019				2018
Basic Income (Loss) Per Share:
Net Income (Loss)		$	0.12			$	0.70			$	( 0.98	)
Less: Preferred Dividends			( 0.77	)			( 0.63	)			( 0.55	)
Less: Redemption of Preferred Stock			( 0.07	)			0				0
Net Income (Loss) Attributable to Common Shareholders		$	( 0.72	)		$	0.07			$	( 1.53	)
Diluted Income (Loss) Per Share:
Net Income (Loss)		$	0.12			$	0.69			$	( 0.98	)
Less: Preferred Dividends			( 0.77	)			( 0.63	)			( 0.55	)
Less: Redemption of Preferred Stock			( 0.07	)			0				0
Net Income (Loss) Attributable to Common Shareholders		$	( 0.72	)		$	0.06			$	( 1.53	)
Weighted Average Common Shares Outstanding:
Basic			41,395				39,909				36,871
Diluted			41,395				40,203				36,871

SeeAccompanying Notes to Consolidated Financial Statements

UMHPROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF SHAREHOLDERS’ EQUITY

FORTHE YEARS ENDED DECEMBER 31, 2020, 2019 and 2018

(inthousands)

			1				2				3				4
		Common Stock								Preferred				Preferred
		Issued and Outstanding								Stock				Stock
		Number				Amount				Series B				Series C
Balance December 31, 2017			35,488			$	3,549			$	95,030			$	143,750
Unrealized Net Holding Gain on Securities Available for Sale, Net of Reclassification Adjustment (See Note 2)			0				0				0				0
Common Stock Issued with the DRIP*			2,654				265				0				0
Common Stock Issued through Restricted Stock Awards			49				5				0				0
Common Stock Issued through Stock Options			129				13				0				0
Preferred Stock Issued through Underwritten Registered Public Offering, net			0				0				0				0
Distributions			0				0				0				0
Stock Compensation Expense			0				0				0				0
Net Income (Loss)			0				0				0				0
Repurchase of Common Stock
Repurchase of Common Stock, shares
Preferred Stock Issued in connection with At-The-Market Offerings, net
Repurchase of Preferred Stock
Repurchase of Preferred Stock, shares
Common Stock Issued in connection with At-The-Market Offerings, net
Common Stock Issued in connection with At-The-Market Offerings, net, shares
Redemption of Preferred Stock
Balance December 31, 2018			38,320				3,832				95,030				143,750
Balance December 31, 2018			38,320				3,832				95,030				143,750
Common Stock Issued with the DRIP*			2,468				247				0				0
Common Stock Issued through Restricted/ Unrestricted Stock Awards			122				12				0				0
Common Stock Issued through Stock Options			240				24				0				0
Repurchase of Common Stock			( 20	)			( 2	)			0				0
Preferred Stock Issued through Underwritten Registered Public Offering, net			0				0				0				100,000
Preferred Stock Issued in connection with At-The-Market Offerings, net			0				0				0				0
Distributions			0				0				0				0
Stock Compensation Expense			0				0				0				0
Net Income (Loss)			0				0				0				0
Balance December 31, 2019			41,130				4,113				95,030				243,750
Balance December 31, 2019			41,130				4,113				95,030				243,750
Common Stock Issued with the DRIP*			720				72				0				0
Common Stock Issued through Restricted/ Unrestricted Stock Awards			46				5				0				0
Common Stock Issued through Stock Options			63				6				0				0
Common Stock Issued in connection with At-The-Market Offerings, net			135				13				0				0
Repurchase of Common Stock			( 174	)			( 17	)			0				0
Repurchase of Preferred Stock			0				0				( 13	)			0
Preferred Stock Issued in connection with At-The-Market Offerings, net			0				0				0				3,350
Redemption of Preferred Stock			0				0				( 95,017	)			0
Distributions			0				0				0				0
Stock Compensation Expense			0				0				0				0
Net Income (Loss)			0				0				0				0
Balance December 31, 2020			41,920			$	4,192			$	0			$	247,100

*DividendReinvestment and Stock Purchase Plan

SeeAccompanying Notes to Consolidated Financial Statements

UMHPROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF SHAREHOLDERS’ EQUITY, CONTINUED

FORTHE YEARS ENDED DECEMBER 31, 2020, 2019 and 2018

(inthousands)

		5				6				7				8				9
		Preferred Stock				Additional Paid-In				Accumulated Other Comprehensive				Undistributed Income (Accumulated				Total Shareholders’
		Series D				Capital				Income (Loss)				Deficit)				Equity
Balance December 31, 2017		$	0			$	168,035			$	11,520			$	( 668	)		$	421,216
Unrealized Net Holding Gain on Securities Available for Sale, Net of Reclassification Adjustment (See Note 2)			0				0				( 11,520	)			11,520				0
Common Stock Issued with the DRIP*			0				34,849				0				0				35,114
Common Stock Issued through Restricted Stock Awards			0				( 5	)			0				0				0
Common Stock Issued through Stock Options			0				1,372				0				0				1,385
Preferred Stock Issued through Underwritten Registered Public Offering, net			50,000				( 1,753	)			0				0				48,247
Distributions			0				( 46,661	)			0				0				( 46,661	)
Stock Compensation Expense			0				1,613				0				0				1,613
Net Income (Loss)			0				0				0				( 36,216	)			( 36,216	)
Repurchase of Common Stock
Repurchase of Common Stock, share
Preferred Stock Issued in connection with At-The-Market Offerings, net
Repurchase of Preferred Stock
Repurchase of Preferred Stock, share
Common Stock Issued in connection with At-The-Market Offerings, net
Common Stock Issued in connection with At-The-Market Offerings, net, share
Redemption of Preferred Stock
Balance December 31, 2018			50,000				157,450				0				( 25,364	)			424,698
Balance December 31, 2018			50,000				157,450				0				( 25,364 )				424,698
Common Stock Issued with the DRIP*			0				31,256				0				0				31,503
Common Stock Issued through Restricted Stock Awards			0				( 12	)			0				0				0
Common Stock Issued through Stock Options			0				2,579				0				0				2,603
Repurchase of Common Stock			0				( 235	)			0				0				( 237	)
Preferred Stock Issued through Underwritten Registered Public Offering, net			0				( 3,312	)			0				0				96,688
Preferred Stock Issued in connection with At-The-Market Offerings, net			16,268				( 337	)			0				0				15,931
Distributions			0				( 26,786	)			0				( 27,750	)			( 54,536	)
Stock Compensation Expense			0				1,939				0				0				1,939
Net Income (Loss)			0				0				0				27,750				27,750
Balance December 31, 2019			66,268				162,542				0				( 25,364	)			546,339
Balance December 31, 2019			66,268				162,542				0				( 25,364 )				546,339
Common Stock Issued with the DRIP*			0				9,082				0				0				9,154
Common Stock Issued through Restricted/ Unrestricted Stock Awards			0				( 5	)			0				0				0
Common Stock Issued through Stock Options			0				653				0				0				659
Common Stock Issued in connection with At-The-Market Offerings, net			0				1,730				0				0				1,743
Repurchase of Common Stock			0				( 1,813	)			0				0				( 1,830	)
Repurchase of Preferred Stock			0				1				0				0				( 12	)
Preferred Stock Issued in connection with At-The-Market Offerings, net			94,586				( 1,795	)			0				0				96,141
Redemption of Preferred Stock			0				2,871								( 2,871	)			( 95,017	)
Distributions			0				( 59,567	)			0				( 2,184	)			( 61,751	)
Stock Compensation Expense			0				1,327				0				0				1,327
Net Income (Loss)			0				0				0				5,055				5,055
Balance December 31, 2020		$	160,854			$	115,026			$	0			$	( 25,364	)		$	501,808

*	Dividend Reinvestment and Stock Purchase Plan.

SeeAccompanying Notes to Consolidated Financial Statements

UMHPROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF CASH FLOWS

FORTHE YEARS ENDED DECEMBER 31, 2020, 2019 and 2018

(inthousands)

		2020				2019				2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)		$	5,055			$	27,750			$	( 36,216	)
Non-cash items included in Net Income (Loss):
Depreciation			41,707				36,811				31,691
Amortization of Financing Costs			1,027				758				625
Stock Compensation Expense			1,327				1,939				1,613
Provision for Uncollectible Notes and Other Receivables			1,546				1,408				1,231
Gain on Sales of Marketable Securities, net			0				0				( 20	)
(Increase) Decrease in Fair Value of Marketable Securities			14,119				( 14,915	)			51,675
Loss on Sales of Investment Property and Equipment			216				111				131
Changes in Operating Assets and Liabilities:
Inventory of Manufactured Homes			6,517				( 8,264	)			( 6,134	)
Notes and Other Receivables, net of notes acquired with acquisitions			( 9,965	)			( 7,909	)			( 6,438	)
Prepaid Expenses and Other Assets			140				( 3,817	)			( 457	)
Accounts Payable			( 182	)			699				913
Accrued Liabilities and Deposits			6,720				3,164				846
Tenant Security Deposits			810				781				715
Net Cash Provided by Operating Activities			69,037				38,516				40,175
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Manufactured Home Communities, net of mortgages assumed			( 7,790	)			( 38,799	)			( 55,880	)
Purchase of Investment Property and Equipment			( 76,761	)			( 64,535	)			( 52,970	)
Proceeds from Sales of Investment Property and Equipment			2,657				2,745				2,754
Additions to Land Development Costs			( 20,771	)			( 20,086	)			( 13,221	)
Purchase of Marketable Securities			( 1,105	)			( 1,800	)			( 18,555	)
Proceeds from Sales/ Redemption of Marketable Securities			0				125				269
Net Cash Used in Investing Activities			( 103,770	)			( 122,350	)			( 137,603	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Mortgages, net of mortgages assumed			105,984				44,850				28,192
Net Proceeds (Payments) from Short Term Borrowings			3,309				( 24,373	)			23,652
Principal Payments of Mortgages and Loans			( 9,313	)			( 21,624	)			( 6,866	)
Financing Costs on Debt			( 4,737	)			( 752	)			( 749	)
Proceeds from Issuance of Preferred Stock, net of offering costs			0				96,688				48,247
Proceeds from At-The-Market Preferred Equity Program, net of offering costs			96,141				15,931				0
Redemption of 8.0 % Series B Preferred Stock			( 95,017	)			0				0
Proceeds from At-The-Market Common Equity Program, net of offering costs			1,743				0				0
Proceeds from Issuance of Common Stock in the DRIP, net of dividend reinvestments			6,003				23,796				30,038
Repurchase of Preferred Stock			( 12	)			- 0 -				- 0 -
Repurchase of Common Stock			( 1,830	)			( 237	)			- 0 -
Proceeds from Exercise of Stock Options			659				2,603				1,385
Preferred Dividends Paid			( 31,943	)			( 25,709	)			( 20,050	)
Common Dividends Paid, net of dividend reinvestments			( 26,657	)			( 21,120	)			( 21,535	)
Net Cash Provided by Financing Activities			44,330				90,053				82,314
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash			9,597				6,219				( 15,114	)
Cash, Cash Equivalents and Restricted Cash at Beginning of Year			18,996				12,777				27,891
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR		$	28,593			$	18,996			$	12,777

SeeAccompanying Notes to Consolidated Financial Statements

UMHPROPERTIES, INC. AND SUBSIDIARIES

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER31, 2020 and 2019

NOTE1 – ORGANIZATION

UMHProperties, Inc., a Maryland corporation, and its subsidiaries (the “Company”) operates as a real estate investmenttrust (“REIT”) deriving its income primarily from real estate rental operations. The Company, through its wholly-ownedtaxable subsidiary, UMH Sales and Finance, Inc. (“S&F”), also sells manufactured homes to residents and prospectiveresidents in our communities. Inherent in the operations of manufactured home communities are site vacancies. S&F was establishedto fill these vacancies and enhance the value of the communities. The Company also owns a portfolio of REIT securities which theCompany generally limits to no more than approximately 15 % of its undepreciated assets (which isthe Company’s total assets excluding accumulated depreciation). Management views the Company as a single segment based onits method of internal reporting in addition to its allocation of capital and resources.

OnMarch 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declareda national emergency with respect to COVID-19. The Company’s 124 residential communities remain open andoperational. The effects of the COVID-19 pandemic did not significantly impact the Company’s operating results for the yearended December 31, 2020. However, the future effects of the evolving impact of the COVID-19 pandemic are uncertain.

Descriptionof the Business

Asof December 31, 2020, the Company owned and operated 124 manufactured home communities containing approximately 23,400 developed sites. These communities arelocated in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan and Maryland. Subsequent to year end, the Companypurchased two additional communities totaling approximately 340 sites, one in Alabama and one in South Carolina.

Thesemanufactured home communities are listed by trade names as follows:

MANUFACTURED HOME COMMUNITY		LOCATION
Allentown		Memphis, Tennessee
Arbor Estates		Doylestown, Pennsylvania
Auburn Estates		Orrville, Ohio
Birchwood Farms		Birch Run, Michigan
Boardwalk		Elkhart, Indiana
Broadmore Estates		Goshen, Indiana
Brookside Village		Berwick, Pennsylvania
Brookview Village		Greenfield Center, New York
Camelot Village		Anderson, Indiana
Camelot Woods		Altoona, Pennsylvania
Candlewick Court		Owosso, Michigan
Carsons		Chambersburg, Pennsylvania
Catalina		Middletown, Ohio
Cedarcrest Village		Vineland, New Jersey
Chambersburg I & II		Chambersburg, Pennsylvania
Chelsea		Sayre, Pennsylvania
Cinnamon Woods		Conowingo, Maryland
City View		Lewistown, Pennsylvania
Clinton Mobile Home Resort		Tiffin, Ohio
Collingwood		Horseheads, New York
Colonial Heights		Wintersville, Ohio
Countryside Estates		Muncie, Indiana
Countryside Estates		Ravenna, Ohio
Countryside Village		Columbia, Tennessee
Cranberry Village		Cranberry Township, Pennsylvania

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MANUFACTURED HOME COMMUNITY		LOCATION
Crestview		Athens, Pennsylvania
Cross Keys Village		Duncansville, Pennsylvania
Crossroads Village		Mount Pleasant, Pennsylvania
Dallas Mobile Home Community		Toronto, Ohio
Deer Meadows		New Springfield, Ohio
Deer Run		Dothan, Alabama
D & R Village		Clifton Park, New York
Evergreen Estates		Lodi, Ohio
Evergreen Manor		Bedford, Ohio
Evergreen Village		Mantua, Ohio
Fairview Manor		Millville, New Jersey
Fifty One Estates		Elizabeth, Pennsylvania
Forest Creek		Elkhart, Indiana
Forest Park Village		Cranberry Township, Pennsylvania
Fox Chapel Village		Cheswick, Pennsylvania
Frieden Manor		Schuylkill Haven, Pennsylvania
Friendly Village		Perrysburg, Ohio
Green Acres		Chambersburg, Pennsylvania
Gregory Courts		Honey Brook, Pennsylvania
Hayden Heights		Dublin, Ohio
Heather Highlands		Inkerman, Pennsylvania
High View Acres		Apollo, Pennsylvania
Highland		Elkhart, Indiana
Highland Estates		Kutztown, Pennsylvania
Hillcrest Crossing		Lower Burrell, Pennsylvania
Hillcrest Estates		Marysville, Ohio
Hillside Estates		Greensburg, Pennsylvania
Holiday Village		Nashville, Tennessee
Holiday Village		Elkhart, Indiana
Holly Acres Estates		Erie, Pennsylvania
Hudson Estates		Peninsula, Ohio
Huntingdon Pointe		Tarrs, Pennsylvania
Independence Park		Clinton, Pennsylvania
Iris Winds		Sumter, South Carolina
Kinnebrook		Monticello, New York
Lake Erie Estates		Fredonia, New York
Lake Sherman Village		Navarre, Ohio
Lakeview Meadows		Lakeview, Ohio
Laurel Woods		Cresson, Pennsylvania
Little Chippewa		Orrville, Ohio
Maple Manor		Taylor, Pennsylvania
Marysville Estates		Marysville, Ohio
Meadowood		New Middletown, Ohio
Meadows		Nappanee, Indiana
Meadows of Perrysburg		Perrysburg, Ohio
Melrose Village		Wooster, Ohio
Melrose West		Wooster, Ohio
Memphis Blues		Memphis, Tennessee
Monroe Valley		Jonestown, Pennsylvania
Moosic Heights		Avoca, Pennsylvania
Mount Pleasant Village		Mount Pleasant, Pennsylvania
Mountaintop		Narvon, Pennsylvania
New Colony		West Mifflin, Pennsylvania
Northtowne Meadows		Erie, Michigan
Oak Ridge Estates		Elkhart, Indiana
Oakwood Lake Village		Tunkhannock, Pennsylvania

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MANUFACTURED HOME COMMUNITY		LOCATION
Olmsted Falls		Olmsted Township, Ohio
Oxford Village		West Grove, Pennsylvania
Parke Place		Elkhart, Indiana
Perrysburg Estates		Perrysburg, Ohio
Pikewood Manor		Elyria, Ohio
Pine Ridge Village/Pine Manor		Carlisle, Pennsylvania
Pine Valley Estates		Apollo, Pennsylvania
Pleasant View Estates		Bloomsburg, Pennsylvania
Port Royal Village		Belle Vernon, Pennsylvania
Redbud Estates		Anderson, Indiana
River Valley Estates		Marion, Ohio
Rolling Hills Estates		Carlisle, Pennsylvania
Rostraver Estates		Belle Vernon, Pennsylvania
Sandy Valley Estates		Magnolia, Ohio
Shady Hills		Nashville, Tennessee
Somerset Estates/Whispering Pines		Somerset, Pennsylvania
Southern Terrace		Columbiana, Ohio
Southwind Village		Jackson, New Jersey
Spreading Oaks Village		Athens, Ohio
Springfield Meadows		Springfield, Ohio
Suburban Estates		Greensburg, Pennsylvania
Summit Estates		Ravenna, Ohio
Summit Village		Marion, Indiana
Sunny Acres		Somerset, Pennsylvania
Sunnyside		Eagleville, Pennsylvania
Trailmont		Goodlettsville, Tennessee
Twin Oaks I & II		Olmsted Township, Ohio
Twin Pines		Goshen, Indiana
Valley High		Ruffs Dale, Pennsylvania
Valley Hills		Ravenna, Ohio
Valley Stream		Mountaintop, Pennsylvania
Valley View I		Ephrata, Pennsylvania
Valley View II		Ephrata, Pennsylvania
Valley View Honeybrook		Honey Brook, Pennsylvania
Voyager Estates		West Newton, Pennsylvania
Waterfalls Village		Hamburg, New York
Wayside		Bellefontaine, Ohio
Weatherly Estates		Lebanon, Tennessee
Wellington Estates		Export, Pennsylvania
Woodland Manor		West Monroe, New York
Woodlawn Village		Eatontown, New Jersey
Woods Edge		West Lafayette, Indiana
Wood Valley		Caledonia, Ohio
Worthington Arms		Lewis Center, Ohio
Youngstown Estates		Youngstown, New York

NOTE2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation and Principles of Consolidation

TheCompany prepares its financial statements under the accrual basis of accounting, in conformity with accounting principles generallyaccepted in the United States of America (“GAAP”). The Company’s subsidiaries are all 100 %wholly-owned. The consolidated financial statements of the Company include all of these subsidiaries. All intercompany transactionsand balances have been eliminated in consolidation. The Company does not have a majority or minority interest in any other company,either consolidated or unconsolidated.

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Useof Estimates

Inpreparing the consolidated financial statements in accordance with GAAP, management is required to make estimates and assumptionsthat affect the reported amounts of assets and liabilities, as well as contingent assets and liabilities as of the dates of theconsolidated balance sheets and revenue and expenses for the years then ended. These estimates and assumptions include the allowancefor doubtful accounts, valuation of inventory, depreciation, valuation of securities, reserves and accruals, and stock compensationexpense. Actual results could differ from these estimates and assumptions.

InvestmentProperty and Equipment and Depreciation

Propertyand equipment are carried at cost less accumulated depreciation. Depreciation for Sites and Buildings is computed principallyon the straight-line method over the estimated useful lives of the assets (ranging from 15 to 27.5 years). Depreciation of Improvements toSites and Buildings, Rental Homes and Equipment and Vehicles is computed principally on the straight-line method over the estimateduseful lives of the assets (ranging from 3 to 27.5 years). Land Development Costs are notdepreciated until they are put in use, at which time they are capitalized as Site and Land Improvements. Interest Expense pertainingto Land Development Costs are capitalized. Maintenance and Repairs are charged to expense as incurred and improvements are capitalized.The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statementsand any gain or loss is reflected in the current year’s results of operations.

TheCompany applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)360-10, Property, Plant & Equipment (“ASC 360-10”) to measure impairment in real estate investments. Rental propertiesare individually evaluated for impairment when conditions exist which may indicate that it is probable that the sum of expectedfuture cash flows (on an undiscounted basis without interest) from a rental property is less than the carrying value under itshistorical net cost basis. These expected future cash flows consider factors such as future operating income, trends and prospectsas well as the effects of leasing demand, competition and other factors. Upon determination that an other than temporary impairmenthas occurred, rental properties are reduced to their fair value. For properties to be disposed of, an impairment loss is recognizedwhen the fair value of the property, less the estimated cost to sell, is less than the carrying amount of the property measuredat the time there is a commitment to sell the property and/or it is actively being marketed for sale. A property to be disposedof is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the datethat a property is held for disposition, depreciation expense is not recorded.

TheCompany conducted a comprehensive review of all real estate asset classes in accordance with ASC 360-10-35-21. The process entailedthe analysis of property for instances where the net book value exceeded the estimated fair value. The Company utilizes the experienceand knowledge of its internal valuation team to derive certain assumptions used to determine an operating property’s cashflow. Such assumptions include lease-up rates, rental rates, rental growth rates, and capital expenditures. The Company reviewedits operating properties in light of the requirements of ASC 360-10 and determined that, as of December 31, 2020, the undiscountedcash flows over the expected holding period for these properties were in excess of their carrying values and, therefore, no impairmentcharges were required.

Acquisitions

TheCompany accounts for acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”) and allocates thepurchase price of the property based upon the fair value of the assets acquired, which generally consist of land, site and landimprovements, buildings and improvements and rental homes. The Company allocates the purchase price of an acquired property generallydetermined by internal evaluation as well as third-party appraisal of the property obtained in conjunction with the purchase.

InJanuary 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-01, “Business Combinations (Topic 805),Clarifying the Definition of a Business”. ASU 2017-01 seeks to clarify the definition of a business with the objective ofadding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals)of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, intangibleassets and consolidation. The adoption of ASU 2017-01 was effective for annual periods beginning after December 15, 2017, includinginterim periods within those periods. The amendments should be applied prospectively on or after the effective dates. Early adoptionis permitted. The Company adopted this standard effective January 1, 2017, on a prospective basis. The Company evaluated its acquisitionsand has determined that its acquisitions of manufactured home communities during 2019 and 2020 should be accounted for as acquisitionsof assets. As such, transaction costs, such as broker fees, transfer taxes, legal, accounting, valuation, and other professionaland consulting fees, related to acquisitions are capitalized as part of the cost of the acquisitions, which is then subject toa purchase price allocation based on relative fair value. Prior to the adoption of ASU 2017-01, the Company’s acquisitionswere considered an acquisition of a business and therefore, the acquisition costs were expensed.

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Cashand Cash Equivalents

Cashand cash equivalents include all cash and investments with an original maturity of three months or less. The Company maintainsits cash in bank accounts in amounts that may exceed federally insured limits. The Company has not experienced any losses in theseaccounts in the past. The fair value of cash and cash equivalents approximates their current carrying amounts since all such itemsare short-term in nature.

MarketableSecurities

Investmentsin marketable securities consist of marketable common and preferred stock securities of other REITs, which the Company generallylimits to no more than approximately 15% of its undepreciated assets. These marketable securities are all publicly-traded andpurchased on the open market, through private transactions or through dividend reinvestment plans. The Company normally holdsREIT securities on a long-term basis and has the ability and intent to hold securities to recovery, therefore as of December 31,2020 and 2019, gains or losses on the sale of securities are based on average cost and are accounted for on a trade date basis.

OnJanuary 1, 2018, the Company adopted ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement ofFinancial Assets and Financial Liabilities”. ASU 2016-01 requires changes in the fair value of our marketable securitiesto be recorded in current period earnings. Previously, changes in the fair value of marketable securities were recognized in “AccumulatedOther Comprehensive Income” on our Consolidated Balance Sheets. As a result, on January 1, 2018 the Company recorded anincrease to beginning undistributed income (accumulated deficit) of $ 11.5 million to recognize the unrealized gainspreviously recorded in “Accumulated Other Comprehensive Income” on our Consolidated Balance Sheets. Subsequent changesin the fair value of the Company’s marketable securities are recorded in Increase (Decrease) in Fair Value of MarketableSecurities on our Consolidated Statements of Income (Loss).

Inventoryof Manufactured Homes

Inventoryof manufactured homes is valued at the lower of cost or net realizable value and is determined by the specific identificationmethod. All inventory is considered finished goods.

Accountsand Notes Receivables

TheCompany’s accounts, notes and other receivables are stated at their outstanding balance and reduced by an allowance foruncollectible accounts. The Company evaluates the recoverability of its receivables whenever events occur or there are changesin circumstances such that management believes it is probable that it will be unable to collect all amounts due according to thecontractual terms of the notes receivable or lease agreements. The collectability of notes receivable is measured based on thepresent value of the expected future cash flow discounted at the notes receivable effective interest rate or the fair value ofthe collateral if the notes receivable is collateral dependent. At December 31, 2020 and 2019, the reserves for uncollectibleaccounts, notes and other receivables were $ 1.6 million and $ 1.3 million, respectively. For the years endedDecember 31, 2020, 2019 and 2018 the provisions for uncollectible notes and other receivables were $ 1.5 million, $ 1.4 million and $ 1.2 million, respectively. Charge-offs andother adjustments related to repossessed homes for the years ended December 31, 2020, 2019 and 2018 amounted to $ 1.2 million, $ 1.2 million and $ 1.4 million, respectively. In 2020, the Companyadopted ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on FinancialInstruments.” See “Recently Adopted Accounting Pronouncements” below for additional information regarding theadoption of this ASU.

TheCompany’s notes receivable primarily consists of installment loans collateralized by manufactured homes with principal andinterest payable monthly. The weighted average interest rate on these loans is approximately 7.3 %and the average maturity is approximately 10 years.

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UnamortizedFinancing Costs

Costsincurred in connection with obtaining mortgages and other financings and refinancings are deferred and presented in the consolidatedbalance sheet as a direct deduction from the carrying amount of that debt liability. These costs are amortized on a straight-linebasis over the term of the related obligations, and included as a component of interest expense. Unamortized costs are chargedto expense upon prepayment of the obligation. Upon amendment of the line of credit or refinancing of mortgage debt, unamortizeddeferred financing fees are accounted for in accordance with ASC 470-50-40, Modifications and Extinguishments. As of December31, 2020 and 2019, accumulated amortization amounted to $ 6.2 million and $ 5.1 million, respectively. The Company estimatesthat aggregate amortization expense will be approximately $ 1.3 million for 2021, $ 1.2 million for 2022, $ 933,000 for 2023, $ 886,000 for 2024, $ 754,000 for 2025 and $ 2.4 million thereafter.

DerivativeInstruments and Hedging Activities

Inthe normal course of business, the Company is exposed to financial market risks, including interest rate risk on our variablerate debt. We attempt to limit these risks by following established risk management policies, procedures and strategies, includingthe use of derivative financial instruments. The Company’s primary strategy in entering into derivative contracts is tominimize the variability that changes in interest rates could have on its future cash flows. The Company generally employs derivativeinstruments that effectively convert a portion of its variable rate debt to fixed rate debt. The Company does not enter into derivativeinstruments for speculative purposes. The Company had entered into various interest rate swap agreements that have had the effectof fixing interest rates relative to specific mortgage loans. As of December 31, 2020 and 2019, these agreements have expiredand the Company no longer had any interest rate swap agreements in effect.

Leases

Weaccount for our leases under ASC 842, “Leases.” Our primary source of revenue is generated from lease agreements forour sites and homes, where we are the lessor. These leases are generally for one-year or month-to-month terms and renewable bymutual agreement from us and the resident, or in some cases, as provided by jurisdictional statute.

Weare the lessee in other arrangements, primarily for our corporate office and a ground lease at one community. As of December 31,2020, the right-of-use assets and corresponding lease liabilities of $ 3.8 million are included in Prepaid Expensesand Other Assets and Accrued Liabilities and Deposits on the Consolidated Balance Sheets.

Futureminimum lease payments under these leases over the remaining lease terms are as follows (in thousands):

SCHEDULEOF FUTURE MINIMUM LEASE PAYMENTS

			Dec. 31, 2020
2021		$	433
2022			423
2023			391
2024			391
2025			391
Thereafter			19,495
Total Lease Payments		$	21,524

Theweighted average remaining lease term for these leases is 162.6 years. The right of use assets and leaseliabilities was calculated using an interest rate of 5 %.

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RestrictedCash

TheCompany’s restricted cash consists of amounts primarily held in deposit for tax, insurance and repair escrows held by lendersin accordance with certain debt agreements. Restricted cash is included in Prepaid Expenses and Other Assets on the ConsolidatedBalance Sheets.

Thefollowing table reconciles beginning of period and end of period balances of cash, cash equivalents and restricted cash for theperiods shown (in thousands):

SCHEDULEOF CASH, CASH EQUIVALENTS AND RESTRICTED CASH

		12/31/20				12/31/19				12/31/18				12/31/17
Cash and Cash Equivalents		$	15,336			$	12,902			$	7,433			$	23,242
Restricted Cash			13,257				6,094				5,344				4,649
Cash, Cash Equivalents And Restricted Cash		$	28,593			$	18,996			$	12,777			$	27,891

RevenueRecognition

OnJanuary 1, 2018, the Company adopted ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” (ASC 606). Fortransactions in the scope of ASC 606, we recognize revenue when control of goods or services transfers to the customer, in theamount that we expect to receive for the transfer of goods or provision of services.

Rentaland related income is generated from lease agreements for our sites and homes. The lease component of these agreements is accountedfor under ASC 842 “Leases.” The non-lease components of our lease agreements consist primarily of utility reimbursements,which are accounted for with the site lease as a single lease under ASC 842.

Revenuefrom sales of manufactured homes is recognized in accordance with the core principle of ASC 606, at the time of closing when controlof the home transfers to the customer. After closing of the sale transaction, we generally have no remaining performance obligation.

Interestincome is primarily from notes receivables for the previous sales of manufactured homes. Interest income on these receivablesis accrued based on the unpaid principal balances of the underlying loans on a level yield basis over the life of the loans.

Dividendincome and gain on sales of marketable securities are from our investments in marketable securities and are presented separatelybut are not in the scope of ASC 606.

Otherincome primarily consists of brokerage commissions for arranging for the sale of a home by a third party and other miscellaneousincome. This income is recognized when the transactions are completed and our performance obligations have been fulfilled.

NetIncome (Loss) Per Share

Basicnet income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstandingduring the period ( 41.4 million, 39.9 million and 36.9 million in 2020, 2019 and 2018, respectively).Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common sharesoutstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to thetreasury stock method. For the years ended December 31, 2020 and 2018, employee stock options to purchase 3.3 million and 2.3 million, respectively, shares of commonstock were excluded from the computation of Diluted Net Income (Loss) per Share as their effect would be anti-dilutive. For theyear ended December 31, 2019, common stock equivalents resulting from employee stock options to purchase 2.6 million shares of common stock amountedto 294,000 shares, which were included in the computationof Diluted Net Income (Loss) per Share.

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StockCompensation Plan

TheCompany accounts for awards of stock, stock options and restricted stock in accordance with ASC 718-10, Compensation-Stock Compensation.ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generallyequal to the vesting period). The compensation cost for stock option grants are determined using option pricing models, intendedto estimate the fair value of the awards at the grant date less estimated forfeitures. The compensation expense for restrictedstock are recognized based on the fair value of the restricted stock awards less estimated forfeitures. The fair value of restrictedstock awards are equal to the fair value of the Company’s stock on the grant date. Compensation costs, which is includedin General and Administrative Expenses, of $ 1.3 million, $ 1.9 million and $ 1.6 million have been recognized in 2020,2019 and 2018, respectively. During 2020, compensation costs included a one-time charge of $127,000 for restricted stock and stockoption grants awarded to two participants who were of retirement age and therefore the entire amount of measured compensationcost has been recognized at grant date. During 2019 and 2018, compensation costs included a one-time charge of $ 179,000 ,and $ 210,000 ,respectively, for restricted stock and stock option grants awarded to one participant who is of retirement age and therefore theentire amount of measured compensation cost has been recognized at grant date. Included in Note 6 to these consolidated financialstatements are the assumptions and methodology used to calculate the fair value of stock options and restricted stock awards.

IncomeTax

TheCompany has elected to be taxed as a REIT under the applicable provisions of Sections 856 to 860 of the Internal Revenue Code.Under such provisions, the Company will not be taxed on that portion of its income which is distributed to shareholders, providedit distributes at least 90% of its taxable income, has at least 75% of its assets in real estate or cash-type investments andmeets certain other requirements for qualification as a REIT. TheCompany has and intends to continue to distribute all of its income currently, and therefore no provision has been made for incomeor excise taxes. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes atregular corporate rates and may not be able to qualify as a REIT for four subsequent taxable years. The Company is also subjectto certain state and local income, excise or franchise taxes. In addition, the Company has a taxable REIT Subsidiary (“TRS”)which is subject to federal and state income taxes at regular corporate tax rates (See Note 11).

TheCompany follows the provisions of ASC Topic 740, Income Taxes, that, among other things, defines a recognition threshold and measurementattribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods,disclosure, and transition. Based on its evaluation, the Company determined that it has no uncertain tax positions and no unrecognizedtax benefits as of December 31, 2020. The Company records interest and penalties relating to unrecognized tax benefits, if any,as interest expense. As of December 31, 2020, the tax years 2017 through and including 2020 remain open to examination by theInternal Revenue Service. There are currently no federal tax examinations in progress.

Reclassifications

Certainamounts in the consolidated financial statements for the prior years have been reclassified to conform to the financial statementpresentation for the current year.

RecentlyAdopted Accounting Pronouncements

Adopted2020

InJune 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of CreditLosses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward looking “expected loss”model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected creditlosses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectabilityof the reported amount. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods withinthose periods, beginning after December 15, 2019. As of January 1, 2020, we adopted the fair value option for our notes receivableand there was not a material impact. As of December 31, 2020 and 2019, the Company had notes receivable of $ 43.4 million and $ 35.7 million, net the fair value adjustmentof $ 0.9 million and $ 0.7 million, respectively. Notes receivableare presented as a component of Notes and Other Receivables, net on our Consolidated Balance Sheets. These receivables representbalances owed to us for previously completed performance obligations for sales of manufactured homes.

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InAugust 2018, the FASB issued ASU No. 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for FairValue Measurement” which removes, modifies, and adds certain disclosure requirements related to fair value measurementsin ASC 820. This guidance is effective for public companies for fiscal years beginning after December 15, 2019, including interimperiods within that year. The Company adopted this standard effective with its financial statements for the quarter ended March31, 2020, and it did not have a material impact on its fair value disclosures.

OtherRecent Accounting Pronouncements

Managementdoes not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a materialeffect on the accompanying Consolidated Financial Statements.

NOTE3 – INVESTMENT PROPERTY AND EQUIPMENT

Acquisitionsin 2020

OnJuly 24, 2020, the Company acquired Camelot Woods, located in Altoona, Pennsylvania, for approximately $ 3.3 million. This all-age community containsa total of 147 developed homesites that are situatedon approximately 27 total acres. At the date of acquisition,the average occupancy for this community was approximately 56 %.

OnSeptember 21, 2020, the Company acquired Lake Erie Estates, located in Fredonia, New York, for approximately $ 4.5 million. This community contains a totalof 163 developed homesites that are situatedon approximately 21 total acres. At the date of acquisition,the average occupancy for this community was approximately 71 %.In conjunction with this acquisition, the Company assumed a mortgage of approximately $ 2.7 million on this property (See Note 5).

Acquisitionsin 2019

OnJuly 3, 2019, the Company acquired Friendly Village, located in Perrysburg, Ohio, for approximately $ 19.4 million. This all-age community containsa total of 824 developed homesites that are situatedon approximately 101 total acres. At the date of acquisition,the average occupancy for this community was approximately 46 %.In conjunction with this acquisition, the Company assumed a mortgage of approximately $ 7.3 million on this property (See Note 5).

OnJuly 30, 2019, the Company acquired two communities, New Colony located in West Mifflin, Pennsylvania and 51 Estates, locatedin Elizabeth, Pennsylvania, for a total purchase price of approximately $ 11.7 million. These communities contain a totalof 285 developed homesites that are situatedon approximately 61 acres. At the date of acquisition, theaverage occupancy for these communities was approximately 76 %.

OnAugust 27, 2019, the Company acquired Northtowne Meadows, located in Erie, Michigan, for approximately $ 25.2 million. This community contains a totalof 386 developed homesites that are situatedon approximately 85 total acres. At the date of acquisition,the average occupancy for this community was approximately 88 %.In conjunction with this acquisition, the Company assumed a mortgage of approximately $ 12.1 million on this property (See Note 5).

TheCompany has evaluated these acquisitions and has determined that they should be accounted for as acquisitions of assets. As such,we have allocated the total cash consideration, including transaction costs of approximately $ 2.7 million for 2020, to the individualassets acquired on a relative fair value basis. The following table summarizes our purchase price allocation for the assets acquiredfor the years ended December 31, 2020 and 2019, respectively (in thousands) :

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SCHEDULEOF ESTIMATED FAIR VALUE OF ASSETS ACQUIRED

		2020 Acquisitions				2019 Acquisitions
Assets Acquired:
Land		$	906			$	4,296
Depreciable Property			9,558				53,909
Notes Receivable and Other			- 0 -				127
Total Assets Acquired		$	10,464			$	58,332

TotalIncome, Community Net Operating Income (“Community NOI”)* and Net Income (Loss) for communities acquired in 2020 and2019, which are included in our Consolidated Statements of Income (Loss) for the years ended December 31, 2020 and 2019, are asfollows (in thousands) :

SCHEDULEOF COMMUNITY NET OPERATING INCOME AND NET INCOME (LOSS) ACQUIRED

		2020				2020				2019
		2020 Acquisitions				2019 Acquisitions
		2020				2020				2019
Total Income		$	373			$	5,845			$	2,308
Community NOI *		$	158			$	3,126			$	1,347
Net Income (Loss)		$	( 73	)		$	( 609	)		$	( 205	)

*	Community NOI is defined as rental and related income less community operating expenses.

SeeNote 5 for additional information relating to Loans and Mortgages Payable and Note 16 for the Unaudited Pro Forma Financial Informationrelating to these acquisitions.

AccumulatedDepreciation

Thefollowing is a summary of accumulated depreciation by major classes of assets (in thousands) :

SUMMARYOF ACCUMULATED DEPRECIATION BY MAJOR CLASSES OF ASSETS

		December 31, 2020				December 31, 2019
Site and Land Improvements		$	175,219			$	152,456
Buildings and Improvements			8,860				7,720
Rental Homes and Accessories			71,112				56,808
Equipment and Vehicles			17,632				15,799
Total Accumulated Depreciation		$	272,823			$	232,783

NOTE4 – MARKETABLE SECURITIES

TheCompany’s marketable securities primarily consist of common and preferred stock of other REITs. The Company does not ownmore than 10 %of the outstanding shares of any of these securities, nor does it have controlling financial interest. The Company generally limitsits investment in marketable securities to no more than approximately 15 %of its undepreciated assets. The REIT securities portfolio provides the Company with additional liquidity and additional incomeand serves as a proxy for real estate when more favorable risk adjusted returns are not available.

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Thefollowing is a listing of marketable securities at December 31, 2020 (in thousands) :

SUMMARYOF MARKETABLE SECURITIES

						Interest				Number								Market
		Series				Rate				of Shares				Cost				Value
Equity Securities:
Preferred Stock:
CBL & Associates Properties, Inc.			D				7.375	%			2			$	50			$	2
CBL & Associates Properties, Inc.			E				6.625	%			63				1,487				50
Cedar Realty Trust, Inc.			B				7.250	%			10				219				206
Cedar Realty Trust, Inc.			C				6.500	%			20				494				428
Colony Capital Inc.			I				7.150	%			20				500				472
Investors Real Estate Trust			C				6.625	%			20				500				520
Pennsylvania Real Estate Investment Trust			B				7.375	%			40				1,000				404
Pennsylvania Real Estate Investment Trust			D				6.875	%			20				498				206
Urstadt Biddle Properties, Inc.			H				6.250	%			13				313				313
Total Preferred Stock															5,061				2,601
Common Stock:
CBL & Associates Properties, Inc.											1,600				16,692				66
Diversified Healthcare Trust											171				2,920				704
Five Star Senior Living											12				45				80
Franklin Street Properties Corporation											220				2,219				961
Industrial Logistics Properties Trust											502				9,951				11,698
Kimco Realty Corporation											910				17,052				13,659
Monmouth Real Estate Investment Corporation (1)											2,655				25,031				45,982
Office Properties Income Trust											562				36,418				12,757
Pennsylvania Real Estate Investment Trust											222				2,316				222
Tanger Factory Outlet											180				4,229				1,793
Urstadt Biddle Properties, Inc.											100				2,049				1,413
Vereit, Inc.											282				12,059				10,657
Washington Prime Group											89				6,489				579
Total Common Stock															137,470				100,571
Total Marketable Securities														$	142,531			$	103,172

(1)	Related entity – See Note 8.

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Thefollowing is a listing of marketable securities at December 31, 2019 (in thousands) :

						Interest				Number								Market
		Series				Rate				of Shares				Cost				Value
Equity Securities:
Preferred Stock:
CBL & Associates Properties, Inc.			D				7.375	%			2			$	50			$	10
CBL & Associates Properties, Inc.			E				6.625	%			63				1,487				294
Cedar Realty Trust, Inc.			B				7.250	%			9				203				219
Cedar Realty Trust, Inc.			C				6.500	%			20				494				464
Colony Capital Inc.			I				7.150	%			20				500				483
Investors Real Estate Trust			C				6.625	%			20				500				525
Pennsylvania Real Estate Investment Trust			B				7.375	%			40				1,000				802
Pennsylvania Real Estate Investment Trust			D				6.875	%			20				498				386
Urstadt Biddle Properties, Inc.			H				6.250	%			13				313				333
Total Preferred Stock															5,045				3,516
Common Stock:
CBL & Associates Properties, Inc.											1,600				16,692				1,680
Diversified Healthcare Trust											171				2,920				1,443
Franklin Street Properties Corporation											220				2,219				1,883
Industrial Logistics Properties Trust											502				9,951				11,261
Kimco Realty Corporation											910				17,052				18,846
Monmouth Real Estate Investment Corporation (1)											2,573				23,987				37,251
Office Properties Income Trust											562				36,418				18,047
Pennsylvania Real Estate Investment Trust											222				2,316				1,183
Tanger Factory Outlet											180				4,229				2,651
Urstadt Biddle Properties, Inc.											100				2,049				2,484
Vereit, Inc.											1,410				12,059				13,029
Washington Prime Group											800				6,489				2,912
Total Common Stock															136,381				112,670
Total Marketable Securities														$	141,426			$	116,186

(1)	Related entity – See Note 8.

OnJanuary 1, 2018, the Company adopted ASU 2016-01, which requires changes in the fair value of our marketable securities to berecorded in current period earnings. Previously, changes in the fair value of marketable securities were recognized in “AccumulatedOther Comprehensive Income” on our Consolidated Balance Sheets. As a result, on January 1, 2018 the Company recorded anincrease to beginning undistributed income (accumulated deficit) of $ 11.5 million to recognize the unrealized gainspreviously recorded in “Accumulated Other Comprehensive Income” on our Consolidated Balance Sheets. Subsequent changesin the fair value of the Company’s marketable securities are recorded in Increase (Decrease) in Fair Value of MarketableSecurities on our Consolidated Statements of Income (Loss).

TheCompany normally holds REIT securities long term and has the ability and intent to hold securities to recovery. As of December31, 2020, 2019 and 2018, the securities portfolio had net unrealized holding losses of $ 39.4 million, $ 25.2 million and $ 40.2 million, respectively.

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TheCompany had margin loan balances of $ 17.6 million and $ 37.5 million at December 31, 2020 and 2019,respectively, which were collateralized by the Company’s securities portfolio.

NOTE5 – LOANS AND MORTGAGES PAYABLE

LoansPayable

TheCompany may purchase securities on margin. The interest rates charged on the margin loans at December 31, 2020 and 2019 was 0.75 %and 2.25 %,respectively. These margin loans are due on demand. At December 31, 2020 and 2019, the margin loans amounted to $ 17.6 million and $ 37.5 million, respectively, and are collateralizedby the Company’s securities portfolio. TheCompany must maintain a coverage ratio of approximately 2 times .

TheCompany has revolving credit agreements totaling $ 28.5 million with 21 ^st MortgageCorporation (“21 ^st Mortgage”), Customers Bank and Northpoint Commercial Finance to finance inventory purchases.Interest rates on these agreements range from 4.15 %to prime with a minimum of 6 %.As of December 31, 2020 and 2019, the total amount outstanding on these lines was $ 13.1 million and $ 19.3 million, respectively, with a weightedaverage interest rate of 4.44 %and 5.87 %,respectively.

InJune 2020, the Company expanded its revolving line of credit with OceanFirst Bank (“OceanFirst Line”) from $ 15 million to $ 20 million. This line is secured by the Company’seligible notes receivable. Interest was reduced from prime plus 25 basis points to prime with a floor of 3.25 %.The amendment also extended the maturity date from June 1, 2020 to June1, 2022 , with a one year extension atthe Bank’s option. As of December 31, 2020 and 2019, the amount outstanding on this revolving line of credit was $ 6 million and $ 10 million, respectively, and the interestrate was 3.25 %and 5.0 %,respectively.

TheCompany has an agreement with 21 ^st Mortgage to finance the Company’s purchase of rental units. These loans areat an interest rate of 6.99 %,with an origination fee of 2 %on new units and 3 %on existing units. These loans will have a 10 -yearterm from the date of the borrowing. The Company repaid this loan on September 21, 2020. The amount outstanding on this loan was$ 322,000 as of December 31, 2019.

OnOctober 7, 2020, the Company entered into a revolving line of credit with FirstBank secured by rental homes and rental home leasesin several of our manufactured home communities. This facility allows for proceeds of $ 20 million and is expandable to $ 30 million with an accordion feature. Thefacility has a maturity date of November29, 2022 , with a one-year extension availableat the Company’s option. Interestis payable at prime plus 25 basis points with a floor of 3.5% .As of December 31, 2020, the amount outstanding on this revolving line of credit was $ 5 million and the interest rate was 3.5 %.

TheCompany also has $ 658,000 in automotive loans with a weighted averageinterest rate of 4.22 % .

UnsecuredLine of Credit

OnNovember 29, 2018, UMH Properties, Inc. (“UMH” or the “Company”) entered into a First Amendment to Amendedand Restated Credit Agreement (the “Amendment”) to expand and extend its existing unsecured revolving credit facility(the “Facility”). The Facility is syndicated with two banks led by BMO Capital Markets Corp. (“BMO”), as sole lead arranger and sole bookrunner, with Bank of Montreal as administrative agent, and includes JPMorgan Chase Bank, N.A. (“J.P. Morgan”) as thesole syndication agent. The Amendment provides for an increase from $ 50 millionin available borrowings to $ 75 millionin available borrowings with a $50 million accordion feature, bringing the total potential availability up to $ 125 million,subject to certain conditions including obtaining commitments from additional lenders. The Amendment also extends the maturitydate of the Facility from March 27, 2020 to November 29, 2022, with a one-year extension available at the Company’s option,subject to certain conditions including payment of an extension fee. Availability under the Facility is limited to 60% of thevalue of the unencumbered communities which the Company has placed in the Facility’s unencumbered asset pool (“BorrowingBase”). The Amendment increased the value of the Borrowing Base communities by reducing the capitalization rate appliedto the Net Operating Income (“NOI”) generated by the communities in the Borrowing Base from 7.5% to 7.0%. Subsequentto year end, the capitalization rate was further reduced from 7.0% to 6.5% (see Note 15).

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Interestrates on borrowings are based on the Company’s overall leverage ratio and decreased from LIBOR plus 1.75 % to 2.50 % or BMO’s prime lending rate plus 0.75 % to 1.50 % ,at the Company’s option, to LIBOR plus 1.50 % to 2.20 % ,or BMO’s prime lending rate plus 0.50 % to 1.20 % .Based on the Company’s current leverage ratio, borrowings under the Facility will bear interest at LIBOR plus 1.60 % or at BMO’s prime lending rate plus 0.60 % , which results in an interest rate of 1.65 % at December 31, 2020.

Asof December 31, 2020 and 2019, the amount outstanding under this Facility was $ 45 million and $ 15 million, respectively.

Theaggregate principal payments of all loans payable, including the Credit Facility, are scheduled as follows (in thousands) :

SCHEDULEOF AGGREGATE PRINCIPAL PAYMENTS OF ALL LOANS PAYABLE INCLUDING CREDIT FACILITY

			Dec. 31, 2020
Year Ended December 31,
2021			$	31,121
2022				56,228
2023				4
2024				0
2025				0
Thereafter				0
Total Loans Payable				87,353
Unamortized Debt Issuance Costs				( 344	)
Total Loans Payable, net of Unamortized Debt Issuance Costs			$	87,009

MortgagesPayable

MortgagesPayable represents the principal amounts outstanding, net of unamortized debt issuance costs. Interest is payable on these mortgagesat fixed rates ranging from 2.62 %to 6.5 %.The weighted average interest rate was 3.9 %and 4.2 %as of December 31, 2020 and 2019, respectively, including the effect of unamortized debt issuance costs. The weighted averageinterest rate as of December 31, 2020 was 3.8 %,compared to 4.1 %as of December 31, 2019, not including the effect of unamortized debt issuance costs. The weighted average loan maturity of theMortgage Notes Payable was 6.0 years at both December 31, 2020 and 2019, respectively.

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Thefollowing is a summary of mortgages payable at December 31, 2020 and 2019 (in thousands) :

SUMMARYOF MORTGAGES PAYABLE

		At December 31, 2020						Balance at December 31,
Property		Due Date		Interest Rate				2020				2019
Allentown		10/01/25			4.06	%		$	12,587			$	12,865
Brookview Village		04/01/25			3.92	%			2,603				2,664
Candlewick Court		09/01/25			4.10	%			4,201				4,294
Catalina		08/19/25			4.20	%			4,853				5,095
Cedarcrest Village		04/01/25			3.71	%			11,238				11,510
Clinton Mobile Home Resort		10/01/25			4.06	%			3,303				3,376
Cranberry Village		04/01/25			3.92	%			7,139				7,305
D & R Village		03/01/25			3.85	%			7,191				7,362
Fairview Manor		11/01/26			3.85	%			15,076				15,399
Forest Park Village		09/01/25			4.10	%			7,833				8,006
Friendly Village		05/06/23			4.618	%			6,906				7,150
Hayden Heights		04/01/25			3.92	%			1,962				2,007
Highland Estates		06/01/27			4.12	%			15,744				16,054
Holiday Village		09/01/25			4.10	%			7,454				7,619
Holiday Village- IN		11/01/25			3.96	%			7,998				8,176
Holly Acres Estates		10/05/21			6.50	%			2,077				2,119
Kinnebrook Village		04/01/25			3.92	%			3,792				3,881
Lake Erie Estates		07/06/25			5.16	%			2,657				- 0 -
Lake Sherman Village		09/01/25			4.10	%			5,180				5,294
Meadows of Perrysburg		10/06/23			5.413	%			2,888				2,946
Northtowne Meadows		09/06/26			4.45	%			11,818				12,049
Olmsted Falls		04/01/25			3.98	%			1,962				2,007
Oxford Village		07/01/29			3.41	%			15,301				15,604
Perrysburg Estates		09/06/25			4.98	%			1,558				1,587
Pikewood Manor		11/29/28			5.00	%			14,103				14,420
Shady Hills		04/01/25			3.92	%			4,677				4,786
Springfield Meadows		10/06/25			4.83	%			2,975				3,033
Suburban Estates		10/01/25			4.06	%			5,248				5,364
Sunny Acres		10/01/25			4.06	%			5,842				5,971
Trailmont		04/01/25			3.92	%			3,118				3,191
Twin Oaks		10/01/29			3.37	%			5,930				6,047
Valley Hills		06/01/26			4.32	%			3,220				3,285
Waterfalls		06/01/26			4.38	%			4,386				4,474
Weatherly Estates		04/01/25			3.92	%			7,607				7,785
Wellington Estates		01/01/23			6.35	%			2,263				2,316
Woods Edge		01/07/26			4.30	%			5,940				6,214
Worthington Arms		09/01/25			4.10	%			8,783				8,976
Various (2 properties)		02/01/27			4.56	%			13,335				13,583
Various (2 properties)		08/01/28			4.27	%			12,902				13,132
Various (2 properties)		07/01/29			3.41	%			22,368				22,810
Various (4 properties)		07/01/23			4.975	%			7,596				7,765
Various (5 properties)		01/01/22			4.25	%			12,694				13,061
Various (5 properties)		12/06/22			4.75	%			6,692				6,853
Various (6 properties)		08/01/27			4.18	%			12,581				12,829
Various (13 properties)		03/01/23			4.065	%			45,588				46,781
Various (28 properties)		09/01/30			2.62	%			105,221				- 0 -
Total Mortgages Payable									476,390				377,045
Unamortized Debt Issuance Costs									( 7,111	)			( 3,387	)
Total Mortgages Payable, net of Unamortized Debt Issuance Costs								$	469,279			$	373,658

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AtDecember 31, 2020 and 2019, mortgages were collateralized by real property with a carrying value of $ 932.5 million and $ 695.5 million, respectively, before accumulateddepreciation and amortization. Interest costs amounting to $ 1.3 million, $ 1.5 million and $ 1.0 million were capitalized during 2020,2019 and 2018, respectively, in connection with the Company’s expansion program. At December 31, 2020, the Company owned124 communities of which 20 are unencumbered.

RecentTransactions

Duringthe year ended December 31, 2020

OnAugust 20, 2020, the Company completed the financing of 28 of its unencumbered communities, containing approximately 4,100 sites,through Wells Fargo Bank, N. A. for total proceeds of approximately $ 106 million. This Federal National MortgageAssociation (“Fannie Mae”) credit facility has a 10-year maturity with a 30 -yearamortization schedule. Interest is at a fixed rate of 2.62 %.

OnSeptember 21, 2020, the Company assumed a mortgage loan with a balance of approximately $ 2.7 million, in conjunction with its acquisitionof Lake Erie Estates in Fredonia, New York. The interest rate on this mortgage is fixed at 5.16 %.This mortgage matures on July6, 2025 .

Duringthe year ended December 31, 2019

OnJuly 1, 2019, the Company obtained two Fannie Mae mortgages totaling $ 38.8 million through Wells Fargo Bank, N.A.(“Wells Fargo”) on Oxford Village, Southwind Village and Woodlawn Village. The interest rate on these mortgages arefixed at 3.41 %. Thesemortgages mature on July1, 2029 ,with principal repayments based on a 30 -yearamortization schedule . Proceeds from these mortgageswere used to repay the existing Oxford Village and Southwind Village mortgages of approximately $ 11.5 million, which had a weighted averageinterest rate of 5.94 %.

OnJuly 3, 2019, the Company assumed a mortgage loan with a balance of approximately $ 7.3 million, in conjunction with its acquisitionof Friendly Village. The interest rate on this mortgage is fixed at 4.6175 %.This mortgage matures on May6, 2023 .

OnAugust 27, 2019, the Company assumed a mortgage loan with a balance of approximately $ 12.1 million, in conjunction with its acquisitionof Northtowne Meadows. The interest rate on this mortgage is fixed at 4.45 %.This mortgage matures on September6, 2026 .

OnSeptember 30, 2019, the Company obtained a $ 6.1 million Fannie Mae mortgage through Wells Fargo on Twin Oaks I & II. The interestrate on this mortgage is fixed at 3.37 %. Thismortgage matures on October1, 2029 ,with principal repayments based on a 30 -yearamortization schedule . Proceeds from this mortgagewere used to repay the existing Twin Oaks I & II mortgage of approximately $ 2.3 million, which had an interest rate of 5.75 %.

Theaggregate principal payments of all mortgages payable are scheduled as follows (in thousands) :

SCHEDULEOF AGGREGATE PRINCIPAL PAYMENTS OF ALL MORTGAGES PAYABLE

			2020
Year Ended December 31,
2021			$	25,668
2022				17,670
2023				71,169
2024				9,983
2025				139,105
Thereafter				212,795
Total			$	476,390

NOTE6 – STOCK COMPENSATION PLAN

OnJune 13, 2013, the shareholders approved and ratified the Company’s 2013 Stock Option and Stock Award Plan (the “2013Plan”) authorizing the grant of stock options or restricted stock awards to directors, officers and key employees of optionsto purchase up to 3 million shares of common stock. The 2013Plan replaced the Company’s 2003 Stock Option Plan (the “2003 Plan”), which, pursuant to its terms, terminatedin 2013. The outstanding options under the 2003 Stock Option and Award Plan, as amended, remain outstanding until exercised, forfeitedor expired.

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OnJune 14, 2018, the shareholders approved and ratified an amendment and restatement (and renaming) of the Company’s Amendedand Restated 2013 Incentive Award Plan (formerly 2013 Stock Option and Stock Award Plan). The amendment and restatement made twosubstantive changes: (1) provide an additional 2 million common shares for future grantof option awards, restricted stock awards, or other stock-based awards; and (2) allow for the issuance of other stock-based awards.

TheCompensation Committee has the exclusive authority to administer and construe the 2013 Plan and shall determine, among other things:persons eligible for awards and who shall receive them; the terms and conditions of the awards; the time or times and conditionssubject to which awards may become vested, deliverable, exercisable, or as to which any may apply, be accelerated or lapse; andamend or modify the terms and conditions of an award with the consent of the participant.

Generally,the term of any stock option may not be more than 10years from the date of grant. The optionprice may not be below the fair market value at date of grant. If and to the extent that an award made under the 2013 Plan isforfeited, terminated, expires or is canceled unexercised, the number of shares associated with the forfeited, terminated, expiredor canceled portion of the award shall again become available for additional awards under the 2013 Plan.

TheCompany accounts for stock options and restricted stock in accordance with ASC 718-10, Compensation-Stock Compensation. ASC 718-10requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to thevesting period).

StockOptions

Duringthe year ended December 31, 2020, forty one employees were granted options to purchase a total of 715,000 shares. During the year ended December31, 2019, forty one employees were granted options to purchase a total of 644,000 shares. During the year ended December31, 2018, forty employees were granted options to purchase a total of 605,000 shares. The fair value of these optionsfor the years ended December 31, 2020, 2019 and 2018 was approximately $ 686,000 ,$ 1.1 million and $ 1.2 million, respectively, based on assumptionsnoted below and is being amortized over the vesting period. The remaining unamortized stock option expense was $ 500,000 as of December 31, 2020, which will beexpensed ratably through 2025.

TheCompany calculates the fair value of each option grant on the grant date using the Black-Scholes option-pricing model which requiresthe Company to provide certain inputs, as follows:

	●	The assumed dividend yield is based on the Company’s expectation of an annual dividend rate for regular dividends over the estimated life of the option.
	●	Expected volatility is based on the historical volatility of the Company’s stock over a period relevant to the related stock option grant.
	●	The risk-free interest rate utilized is the interest rate on U.S. Government Bonds and Notes having the same life as the estimated life of the Company’s option awards.
	●	Expected life of the options granted is estimated based on historical data reflecting actual hold periods.
	●	Estimated forfeiture is based on historical data reflecting actual forfeitures.

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Thefair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the followingweighted average assumptions used for grants in the following years:

SCHEDULEOF FAIR VALUE OF OPTION GRANT OF WEIGHTED-AVERAGE ASSUMPTIONS

		2020				2019				2018
Dividend yield			5.33	%			5.13	%			4.79	%
Expected volatility			24.57	%			24.04	%			25.78	%
Risk-free interest rate			0.89	%			2.50	%			2.74	%
Expected lives			10				10				10
Estimated forfeitures			0				0				0

Duringthe year ended December 31, 2020, options to ten employees to purchase a total of 62,500 shares were exercised. During the yearended December 31, 2019, options to sixteen employees to purchase a total of 240,000 shares were exercised. During the yearended December 31, 2018, options to eight employees to purchase a total of 129,000 shares were exercised. During the yearended December 31, 2020, options to two employees to purchase a total of 23,000 shares were forfeited or expired. Duringthe year ended December 31, 2019, options to one employee to purchase a total of 20,000 shares were forfeited. During the yearended December 31, 2018, options to one employee to purchase a total of 2,000 shares were forfeited.

Asummary of the status of the Company’s stock option plans as of December 31, 2020, 2019 and 2018 and changes during theyears then ended are as follows (in thousands) :

SCHEDULEOF STOCK OPTION PLANS AND CHANGES IN STOCK OPTIONS

		2020								2019								2018
						Weighted-								Weighted-								Weighted-
						Average								Average								Average
						Exercise								Exercise								Exercise
		Shares				Price				Shares				Price				Shares				Price
Outstanding at beginning of year			2,637			$	12.05				2,253			$	12.09				1,778			$	11.60
Granted			715				9.84				644				13.67				605				13.26
Exercised			( 63	)			10.55				( 240	)			10.84				( 129	)			10.78
Forfeited			( 11	)			11.65				( 20	)			13.50				( 1	)			12.41
Expired			( 12	)			11.29				0				0				0				0
Outstanding at end of year			3,266				12.03				2,637				12.05				2,253				12.09
Options exercisable at end of year			2,556								1,196								1,648
Weighted average fair value of options granted during the year						$	0.96							$	1.72							$	2.05

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Thefollowing is a summary of stock options outstanding as of December 31, 2020 (in thousands) :

SUMMARYOF STOCK OPTIONS OUTSTANDING

Date of Grant			Number of Employees				Number of Shares				Option Price				Expiration Date
06/26/13				7				148				10.08			06/26/21
06/11/14				7				142				9.85			06/11/22
06/24/15				8				240				9.82			06/24/23
04/05/16				12				297				9.77			04/05/24
01/19/17				2				60				14.25			01/19/27
04/04/17				31				504				15.04			04/04/27
04/02/18				31				470				13.09			04/02/28
07/09/18				4				40				15.75			07/09/28
12/10/18				1				25				12.94			12/10/28
01/02/19				2				60				11.42			01/02/29
04/02/19				36				570				13.90			04/02/29
01/17/20				1				10	*			16.37			01/17/30
03/25/20				39				685	*			9.70			03/25/30
05/20/20				2				15	*			11.80			05/20/30
								3,266

*	Unexercisable

Theaggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted priceof the Company’s common stock for the options that were in-the-money. The aggregate intrinsic value of options outstandingas of December 31, 2020, 2019 and 2018 was $ 9.3 million, $ 8.3 million and $ 2.0 million, respectively, of which $ 5.7 million, $ 6.9 million and $ 2.0 million relate to options exercisable.The intrinsic value of options exercised in 2020, 2019 and 2018 was $ 283,000 ,$ 914,000 and $ 510,000 ,respectively, determined as of the date of option exercise. The weighted average remaining contractual term of the above optionswas 9.9 , 9.1 and 7.9 years as of December 31, 2020, 2019 and2018, respectively. For the years ended December 31, 2020, 2019 and 2018, amounts charged to stock compensation expense relatingto stock option grants, which is included in General and Administrative Expenses, totaled $ 396,000 ,$ 1.2 millionand $ 1.1 million,respectively.

RestrictedStock

OnJanuary 8, 2020, the Company awarded a total of 15,000 shares of restricted stock to three employees.On October 23, 2020, the Company awarded a total of 19,700 shares of restricted stock to two participants, pursuant to their employmentagreements. On April 2, 2019, the Company awarded a total of 118,000 shares of restricted stock to two participants, pursuant to their employmentagreements. On April 2, 2018, the Company awarded a total of 45,000 shares of restricted stock to two participants, pursuant to their employmentagreements. During 2018, the Company also awarded 2,000 shares of restricted stock to our ten directors as additional directors’fees. The grant date fair value of restricted stock grants awarded to participants was $ 512,000 ,$ 1.6 million and $ 616,000 for the years ended December 31, 2020,2019 and 2018, respectively. These grants primarily vest in equal installments over five years. As of December 31, 2020, thereremained a total of $ 2.0 million of unrecognized restricted stockcompensation related to outstanding non-vested restricted stock grants awarded and outstanding at that date. Restricted stockcompensation is expected to be expensed over a remaining weighted average period of 3.5 years. For the years ended December 31,2020, 2019 and 2018, amounts charged to stock compensation expense related to restricted stock grants, which is included in Generaland Administrative Expenses, totaled $ 931,000 ,$ 723,000 and $ 498,000 ,respectively.

Asummary of the status of the Company’s non-vested restricted stock awards as of December 31, 2020, 2019 and 2018, and changesduring the year ended December 31, 2020, 2019 and 2018 are presented below (in thousands) :

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SCHEDULEOF NONVESTED RESTRICTED STOCK AWARDS

		2020								2019								2018
						Weighted-								Weighted-								Weighted-
						Average								Average								Average
						Grant Date								Grant Date								Grant Date
		Shares				Fair Value				Shares				Fair Value				Shares				Fair Value
Non-vested at beginning of year			238			$	13.33				161			$	12.44				147			$	11.98
Granted			35				14.75				118				11.12				47				13.11
Dividend Reinvested Shares			11				12.91				11				13.51				8				13.37
Vested			( 72	)			12.87				( 52	)			5.69				( 41	)			11.76
Non-vested at end of year			212			$	13.69				238			$	13.33				161			$	12.44

OtherStock-Based Awards

EffectiveJune 20, 2018, a portion of our quarterly directors’ fee was paid with our unrestricted common stock. During 2020, 11,000unrestricted shares of common stock were granted with a weighted average fair value on the grant date of $ 16.13 per share. During 2019, 4,000 unrestricted shares of common stock weregranted with a weighted average fair value on the grant date of $ 13.52 per share. During 2018, 2,000 unrestricted shares of common stock weregranted with a weighted average fair value on the grant date of $ 15.13 per share.

Asof December 31, 2020, there were 458,000 shares available for grant as stock options,restricted stock or other stock-based awards under the 2013 Plan.

NOTE7 – 401(k) PLAN

Allfull-time employees who are over 21 years old are eligible for the Company’s401(k) Plan (“Plan”). Under this Plan, an employee may elect to defer his/her compensation, subject to certain maximumamounts, and have it contributed to the Plan. Employer contributions to the Plan are at the discretion of the Company. During2020, 2019 and 2018, theCompany made matching contributions to the Plan of up to 100% of the first 3% of employee salary and 50% of the next 2% of employeesalary. The total expense relating to thePlan, including matching contributions amounted to $ 1.1 million, $ 376,000 and $ 344,000 in 2020, 2019 and 2018, respectively.

NOTE8 – RELATED PARTY TRANSACTIONS AND OTHER MATTERS

Transactionswith Monmouth Real Estate Investment Corporation

Thereare four Directors of the Company who are alsoDirectors and shareholders of MREIC. The Company holds common stock of MREIC in its securities portfolio. As of December31, 2020, the Company owned a total of 2.7 million shares of MREIC common stock,representing 2.7 % of the total shares outstanding at December31, 2020 (See Note 4). The Company shares one officer (Chairman of the Board) with MREIC.

EmploymentAgreements and Compensation

TheCompany has three-year employment agreements with Mr. Eugene W. Landy, Mr. Samuel A. Landy and Ms. Anna T. Chew. The agreementsprovide for base compensation aggregating approximating $ 1.4 million. In addition, the agreements callfor incentive bonuses, and an extension of services and severance payments upon certain future events, such as a change in control.

OtherMatters

Mr.Eugene W. Landy, the Founder and Chairman of the Board of Directors of the Company, owns a 24 % interest in the entity that is the landlordof the property where the Company’s corporate office space is located. On October 1, 2019, the Company entered into a newlease for its executive offices in Freehold, New Jersey which combines the existing corporate office space with additional adjacentoffice space. This new lease extends our existing lease through April 30, 2027 and requires monthly lease payments of $ 23,098 through April 30, 2022 and $ 23,302 from May 1, 2022 through April 30, 2027.The Company is also responsible for its proportionate share of real estate taxes and common area maintenance. Management believesthat the aforesaid rents are no more than what the Company would pay for comparable space elsewhere.

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NOTE9 – SHAREHOLDERS’ EQUITY

CommonStock

TheCompany has a Dividend Reinvestment and Stock Purchase Plan (“DRIP”), as amended. Under the terms of the DRIP, shareholderswho participate may reinvest all or part of their dividends in additional shares of the Company at a discounted price (approximately 95 %of market value) directly from the Company, from authorized but unissued shares of the Company common stock. Shareholders mayalso purchase additional shares at this discounted price by making optional cash payments monthly. Optional cash payments mustbe not less than $ 500 per payment nor more than $ 1,000 unless a request for waiver has been acceptedby the Company. On January 15, 2020, the Company increased the monthly maximum for the purchase of shares for cash under its DRIPfrom $ 1,000 to $ 5,000 .Effective February 11, 2021, the Company reduced the monthly maximum from $ 5,000 to $ 1,000 .

Amountsreceived in connection with the DRIP for the years ended December 31, 2020, 2019 and 2018 were as follows (in thousands) :

SCHEDULEOF AMOUNT RECEIVED IN CONNECTION WITH DRIP

		2020				2019				2018
Amounts Received		$	9,154			$	31,503			$	35,114
Less: Dividends Reinvested			( 3,151	)			( 7,705	)			( 5,076	)
Amounts Received, net		$	6,003			$	23,798			$	30,038
Number of Shares Issued			720				2,468				2,655

CommonStock At-The-Market Sales Program

OnMay 14, 2020, the Company filed with the State Department of Assessments and Taxation of the State of Maryland (the “MarylandSDAT”) an amendment to the Company’s charter to increase the Company’s authorized shares of common stock, parvalue $ 0.10 pershare (“Common Stock”), by 20 million shares.

OnJune 30, 2020, the Company entered into an Equity Distribution Agreement (“Common ATM Program”) with BMO CapitalMarkets Corp., B. Riley FBR, Inc. (“B Riley”), Compass Point Research & Trading, LLC, D.A. Davidson& Co., Janney Montgomery Scott LLC, and J.P. Morgan Securities LLC, as distribution agents (the “DistributionAgents”) under which the Company may offer and sell shares of the Company’s Common Stock, having an aggregatesales price of up to $ 100 millionfrom time to time through the Distribution Agents. Sales of the shares of Common Stock under the Common ATM Program, if any,will be in “at the market offerings” as defined in Rule 415 under the Securities Act, including, withoutlimitation, sales made directly on or through the NYSE or on any other existing trading market for the Common Stock, asapplicable, or to or through a market maker or any other method permitted by law, including, without limitation, negotiatedtransactions and block trades. Shares of Common Stock sold under the Common ATM Program are offered pursuant to theCompany’s Registration Statement on Form S-3 (File No. 333-238321), filed with the Securities and Exchange Commission(the “SEC”) on May 15, 2020, and declared effective on June 1, 2020 (the “2020 RegistrationStatement”), and the prospectus dated June 1, 2020 included in the 2020 Registration Statement and the relatedprospectus supplement dated June 30, 2020. The Company began selling shares under the Common ATM Program on September 17,2020 and through December 31, 2020, 135,000 sharesof Common Stock were issued and sold at a weighted average price of $ 14.60 pershare, generating gross proceeds of $ 2.0 millionand net proceeds of $ 1.7 million,after offering expenses.

IssuerPurchases of Equity Securities

OnJanuary 15, 2020, the Board of Directors reaffirmed our Common Stock Repurchase Program (the “RepurchaseProgram”) that authorized us to repurchase up to $ 25 millionin the aggregate of the Company’s common stock. Purchases under the Repurchase Program were permitted to be made usinga variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or by anycombination of such methods, in accordance with applicable insider trading and other securities laws and regulations. Thesize, scope and timing of any purchases were based on business, market and other conditions and factors, including price,regulatory and contractual requirements or consents, and capital availability. The Repurchase Program did require the Companyto acquire any particular amount of common stock and may be suspended, modified or discontinued at any time at theCompany’s discretion without prior notice. During 2020, the Company repurchased approximately 174,000 sharesof our common stock at an aggregate cost of $ 1.8 million,or a weighted average price of $ 10.50 pershare. The last repurchase was made on May 14, 2020.

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PreferredStock

8.0%Series B Cumulative Redeemable Preferred Stock

OnMarch 13, 2020, the Board of Directors approved our Series B Preferred Stock Repurchase Program (the “Series B RepurchaseProgram”) that authorized us to repurchase up to $ 5 million in the aggregate of the Company’sSeries B Preferred Stock. Purchases under the Series B Repurchase Program were permitted to be made using a variety of methods,which may including open market purchases, privately negotiated transactions or block trades, or by any combination of such methods,in accordance with applicable insider trading and other securities laws and regulations. The size, scope and timing of any purchaseswere based on business, market and other conditions and factors, including price, regulatory and contractual requirements or consents,and capital availability. The Series B Repurchase Program did not require the Company to acquire any particular amount of SeriesB Preferred Stock. During March 2020, the Company repurchased 531 shares of our Series B Preferred Stockfor approximately $ 12,000 .

OnOctober 20, 2020, the Company voluntarily redeemed all 3.8 millionissued and outstanding shares of its 8.0% Series B Preferred Stock at a redemption price equal to the $ 25.00 pershare liquidation preference plus accrued and unpaid dividends to, but not including, the October 20, 2020 redemption date inan amount of $ 0.2722 pershare, for a total payment of $ 25.2722 pershare, or $ 96.1 million.As a result of our redemption notice, the Company recognized a preferred share redemption charge of approximately $ 2.9 millionrelated to the original issuance costs.

6.75%Series C Cumulative Redeemable Preferred Stock

OnJuly 26, 2017, the Company issued 5 million shares of its new 6.75% SeriesC Cumulative Redeemable Preferred Stock, Liquidation Preference $ 25.00 per share (“Series C Preferred Stock”)at an offering price of $ 25.00 per share in an underwritten registeredpublic offering. The Company received net proceeds from the sale of these 5 million shares, after deducting the underwritingdiscount and other estimated offering expenses, of approximately $ 120.8 million. On August 2, 2017, the Companyissued an additional 750,000 shares of Series C Preferred Stock pursuantto the underwriters’ exercise of their overallotment option and received additional net proceeds of approximately $ 18.2 million.

Dividendson the Series C Preferred Stock shares are cumulative at an annual rate of $ 1.6875 per share and will be payable quarterlyin arrears on March 15, June 15, September 15, and December 15.

TheSeries C Preferred Stock, par value $ 0.10 per share, has no maturity and will remainoutstanding indefinitely unless redeemed or otherwise repurchased. Except in limited circumstances relating to the Company’squalification as a REIT, and as described below, the Series C Preferred Stock is not redeemable prior to July 26, 2022. On andafter July 26, 2022, the Series C Preferred Stock will be redeemable at the Company’s option for cash, in whole or, fromtime to time, in part, at a price per share equal to $ 25.00 ,plus all accrued and unpaid dividends (whether or not declared) to the date of redemption. The Series C Preferred Stock rankson a parity with the Company’s Series B Preferred Stock with respect to dividend rights and rights upon liquidation, dissolutionor winding up.

Uponthe occurrence of a Delisting Event or Change of Control, each as defined in the Prospectus pursuant to which the shares of SeriesC Preferred Stock were offered, each holder of the Series C Preferred Stock will have the right to convert all or part of theshares of the Series C Preferred Stock held into common stock of the Company, unless the Company elects to redeem the Series CPreferred Stock.

Holdersof the Series C Preferred Stock generally have no voting rights, except if the Company fails to pay dividends for nine or morequarterly periods, whether or not consecutive, or with respect to certain specified events.

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Inconjunction with the issuance of the Company’s Series C Preferred Stock, the Company filed with the Maryland SDAT, an amendmentto the Company’s charter to increase the authorized number of shares of the Company’s common stock by 30.8 million shares. As a result of this amendment,the Company’s total authorized shares were increased from 95.7 million shares (classified as 85 million shares of Common Stock, 3.7 million shares of Series A Preferred, 4 million shares of Series B Preferred and 3 million shares of excess stock) to 126.4 million shares (classified as 115.8 million shares of Common Stock, 3.7 million shares of Series A Preferred Stock, 4 million shares of Series B Preferred Stockand 3 million shares of excess stock). Immediatelyfollowing this amendment, the Company filed with the Maryland SDAT Articles Supplementary setting forth the rights, preferencesand terms of the Series C Preferred Stock and reclassifying 5.8 million shares of Common Stock as sharesof Series C Preferred Stock. After the reclassification, the Company’s authorized stock consisted of 110 million shares of Common Stock, 3.7 million shares of Series A Preferred, 4 million shares of Series B Preferred, 5.8 million shares of Series C Preferred Stockand 3 million shares of excess stock. Additionally,upon the redemption on August 31, 2017 of all 3.7 million outstanding shares of the SeriesA Preferred, the authorized shares of Series A Preferred automatically reverted to authorized Common Stock, which increased ourauthorized Common Stock to 113.7 million shares.

OnApril 29, 2019, the Company issued and sold a total of 4 million shares, including as a result of the underwriters’ exercisein full of their overallotment option of 400,000 shares, of our Series C Preferred Stockat an offering price of $ 25.00 per share in an underwritten registeredpublic offering. The additional shares of Series C Preferred Stock form a single series with, have the same terms as, and voteas a single class with, the 5.8 million previously outstanding sharesof Series C Preferred Stock issued in July 2017 and rank on a parity with the Company’s outstanding Series B Preferred Stockand its outstanding 6.375 %Series D Cumulative Redeemable Preferred Stock. As of December 31, 2019, after giving effect to the offering, the Company hada total of 9.8 million shares of Series C Preferred Stockoutstanding.

TheCompany received net proceeds from the sale of the 4 million shares of Series C Preferred Stock of approximately $ 96.7 million, after deducting the underwritingdiscount and other estimated offering expenses, and used the proceeds for general corporate purposes, which included purchaseof manufactured homes for sale or lease to customers, expansion of its existing communities, acquisitions of additional propertiesand repayment of indebtedness on a short-term basis.

Inconjunction with the issuance of the Company’s Series C Preferred Stock, on April 26, 2019 the Company filed with the MarylandSDAT, an amendment to the Company’s charter to increase the authorized number of shares of the Company’s common stockby 16 million shares. As a result of this amendment,the Company’s total authorized shares were increased from 126.4 million shares (classified as 111.4 million shares of Common Stock, 4 million shares of Series B Preferred Stock, 5.8 million shares of Series C Preferred Stock, 2.3 million shares of Series D Preferred Stockand 3 million shares of excess stock) to 142.4 million shares (classified as 127.4 million shares of Common Stock, 4 million shares of Series B Preferred Stock, 5.8 million shares of Series C Preferred Stock, 2.3 million shares of Series D Preferred Stockand 3 million shares of excess stock).

Immediatelyfollowing this amendment, the Company filed with the Maryland SDAT Articles Supplementary reclassifying 4 million shares of Common Stock as sharesof Series C Preferred Stock. After this amendment, the Company’s authorized stock consisted of 123.4 million shares of Common Stock, 4 million shares of Series B Preferred Stock, 9.8 million shares of Series C Preferred Stock, 2.3 million shares of Series D Preferred Stockand 3 million shares of excess stock.

6.375%Series D Cumulative Redeemable Preferred Stock

OnJanuary 22, 2018, the Company issued 2 million shares of its new 6.375% SeriesD Cumulative Redeemable Preferred Stock, Liquidation Preference $ 25.00 Per Share (“Series D Preferred Stock”)at an offering price of $ 25.00 per share in an underwritten registeredpublic offering. The Company received net proceeds from the sale of these 2 million shares, after deducting the underwritingdiscount and other estimated offering expenses, of approximately $ 48.2 million and has used the net proceedsof the offering for general corporate purposes, which included the purchase of manufactured homes for sale or lease to customers,expansion of its existing communities, acquisitions of additional properties and repayment of indebtedness on a short-term basis.

Dividendson the Series D Preferred Stock shares are cumulative from January 22, 2018 and are payable quarterly in arrearson March 15, June 15, September 15, and December 15 at an annual rate of $1.59375 per share. OnSeptember 17, 2018, the Company paid $ 797,000 in dividends or $ 0.3984375 per share for the period from June 1,2018 through August 31, 2018 to holders of record as of the close of business on August 15, 2018 of our Series D Preferred Stock.

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TheSeries D Preferred Stock, par value $ 0.10 per share, has no maturity and will remain outstanding indefinitely unless redeemedor otherwise repurchased. Except in limited circumstances relating to the Company’s qualification as a REIT, and as describedbelow, the Series D Preferred Stock is not redeemable prior to January 22, 2023. On and after January 22, 2023, the Series D PreferredStock will be redeemable at the Company’s option for cash, in whole or, from time to time, in part, at a price per shareequal to $ 25.00 ,plus all accrued and unpaid dividends (whether or not declared) to the date of redemption. The Series D Preferred Stock sharesrank on a parity with the Company’s Series B Preferred Stock shares and the Company’s Series C Preferred Stock shareswith respect to dividend rights and rights upon liquidation, dissolution or winding up.

Uponthe occurrence of a Delisting Event or Change of Control, each as defined in the Prospectus pursuant to which the shares of SeriesD Preferred Stock were offered, each holder of the Series D Preferred Stock will have the right to convert all or part of theshares of the Series D Preferred Stock held into common stock of the Company, unless the Company elects to redeem the Series DPreferred Stock.

Holdersof the Series D Preferred Stock generally have no voting rights, except if the Company fails to pay dividends for nine or morequarterly periods, whether or not consecutive, or with respect to certain specified events.

Inconjunction with the issuance of the Company’s Series D Preferred Stock, in January 2018 the Company filed with the MarylandSDAT Articles Supplementary setting forth the rights, preferences and terms of the Series D Preferred Stock shares and reclassifying 2.3 million shares of Common Stock as sharesof Series D Preferred Stock. After the reclassification, the Company’s authorized stock consisted of 111.4 million shares of common stock, 4 million shares of Series B Preferred Stock, 5.8 million shares of Series C Preferred Stock, 2.3 million shares of Series D Preferred Stockand 3 million shares of excess stock.

PreferredStock At-The-Market Sales Program

OnOctober 21, 2019, the Company entered into a Preferred Stock At-The-Market Sales Program (“2019 Preferred ATM Program”)with B. Riley, as distribution agent, under which the Company was permitted to offer and sell shares of the Company’s SeriesC Preferred Stock and/or Series D Preferred Stock, having an aggregate sales price of up to $ 100 million. Sales of shares under the 2019Preferred ATM Program were “at the market offerings” as defined in Rule 415 under the Securities Act, including, withoutlimitation, sales made directly on or through the NYSE, or on any other existing trading market for the Series C Preferred Stockor Series D Preferred Stock, as applicable, or to or through a market maker or any other method permitted by law, including, withoutlimitation, negotiated transactions and block trades. The Company began selling shares under the 2019 Preferred ATM Program onOctober 22, 2019 and through June 30, 2020, 3.2 million shares of Series D Preferred Stockwere issued and sold under the 2019 Preferred ATM Program at a weighted average price of $ 25.09 per share, generating gross proceeds of$ 80.5 million and net proceeds of $ 79.1 million, after offering expenses. Of theseamounts, year to date through June 30, 2020, we issued and sold 2.6 million shares at a weighted average priceof $ 25.06 per share, generating gross proceeds of$ 64.1 million and net proceeds after offeringexpenses of $ 63.1 million. The Company discontinued thesale of shares under the 2019 Preferred ATM Program prior to June 30, 2020.

OnJuly 15, 2020, the Company filed with the Maryland SDAT Articles Supplementary reclassifying and designating 3.3 million shares of the Company’sCommon Stock as shares of Series D Preferred. Following the filing of the Articles Supplementary, the authorized capital stockof the Company consists of 140.4 million shares of Common Stock, 4.0 million shares of Series B Preferred Stock, 13.8 million shares of Series C Preferred Stock, 9.3 million shares of Series D Preferred Stockand 3 million shares of excess stock, par value$ 0.10 pershare.

OnJuly 22, 2020, the Company entered into a new Preferred ATM Stock At-The-Market Sales Program (“New Preferred ATM Program”)with B. Riley, as distribution agent, under which the Company may offer and sell shares of the Company’s Series C PreferredStock and/or Series D Preferred Stock, having an aggregate sales price of up to $ 100 million. Sales of shares under the NewPreferred ATM Program are “at the market offerings” as defined in Rule 415 under the Securities Act, including, withoutlimitation, sales made directly on or through the NYSE, or on any other existing trading market for the Series C Preferred Stockor Series D Preferred Stock, as applicable, or to or through a market maker or any other method permitted by law, including, withoutlimitation, negotiated transactions and block trades. Shares of Series C Preferred Stock and/or Series D Preferred Stock soldunder the New Preferred ATM Program are offered pursuant to the Company’s 2020 Registration Statement and are sold and issuedpursuant to the Company’s prospectus dated June 1, 2020 included in the 2020 Registration Statement and the related prospectussupplement dated July 22, 2020. The New Preferred ATM Program replaced the 2019 Preferred ATM Program. The Company began sellingshares under the New Preferred ATM Program on August 11, 2020 and through December 31, 2020, 134,000 shares of Series C Preferred Stock wereissued and sold at a weighted average price of $ 24.96 per share and 1.2 million shares of Series D Preferred Stockwere issued and sold at a weighted average price of $ 24.80 per share, generating total gross proceedsof $ 33.7 million and total net proceeds of $ 33.0 million, after offering expenses. As ofDecember 31, 2020, $ 66.1 million in shares of Series C PreferredStock and/or Series D Preferred Stock remained eligible for sale under the New Preferred ATM Program.

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NOTE10 – DISTRIBUTIONS

CommonStock

Thefollowing cash distributions, including dividends reinvested, were paid to common shareholders during the three years ended December31, 2020, 2019 and 2018 (in thousands) :

SUMMARYOF PAYMENT OF DISTRIBUTIONS TO SHAREHOLDERS

			2020								2019								2018
Quarter Ended			Amount				Per Share				Amount				Per Share				Amount				Per Share
March 31			$	7,417			$	0.18			$	6,980			$	0.18			$	6,493			$	0.18
June 30				7,417				0.18				7,159				0.18				6,601				0.18
September 30				7,454				0.18				7,322				0.18				6,693				0.18
December 31				7,520				0.18				7,364				0.18				6,824				0.18
			$	29,808			$	0.72			$	28,825			$	0.72			$	26,611			$	0.72

Theseamounts do not include the discount on shares purchased through the Company’s DRIP.

OnJanuary 13, 2021, the Company declared a 6 %increase in the cash dividend, raising it from $ 0.18 per share to $ 0.19 per share, to be paid on March15, 2021 to shareholders of record as ofthe close of business on February16, 2021 .

PreferredStock

Thefollowing dividends were paid to holders of our Series B Preferred Stock during the years ended December 31, 2020, 2019 and 2018:

SUMMARYOF PAYMENT OF DIVIDENDS TO PREFERRED SHAREHOLDERS

Declaration Date		Record Date		Payment Date		Dividend				Dividend per Share
1/15/2020		2/18/2020		3/16/2020		$	1,900,600			$	0.50
4/2/2020		5/15/2020		6/15/2020			1,900,335				0.50
7/1/2020		8/17/2020		9/15/2020			1,900,335				0.50
9/11/2020		9/11/2020		10/20/2020			1,034,541				0.2722
						$	6,735,811			$	1.7722
1/15/2019		2/15/2019		3/15/2019		$	1,900,600			$	0.50
4/1/2019		5/15/2019		6/17/2019			1,900,600				0.50
7/1/2019		8/15/2019		9/16/2019			1,900,600				0.50
10/1/2019		11/15/2019		12/16/2019			1,900,600				0.50
						$	7,602,400			$	2.00
1/15/2018		2/15/2018		3/15/2018		$	1,900,600			$	0.50
4/1/2018		5/15/2018		6/15/2018			1,900,600				0.50
7/1/2018		8/15/2018		9/17/2018			1,900,600				0.50
10/1/2018		11/15/2018		12/17/2018			1,900,600				0.50
						$	7,602,400			$	2.00

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Thefollowing dividends were paid to holders of our Series C Preferred Stock during the years ended December 31, 2020, 2019 and 2018:

Declaration Date		Record Date		Payment Date		Dividend				Dividend per Share
1/15/2020		2/18/2020		3/16/2020		$	4,113,281			$	0.421875
4/2/2020		5/15/2020		6/15/2020			4,113,281				0.421875
7/1/2020		8/17/2020		9/15/2020			4,127,330				0.421875
10/1/2020		11/16/2020		12/15/2020			4,169,813				0.421875
						$	16,523,705			$	1.68750
1/15/2019		2/15/2019		3/15/2019		$	2,425,781			$	0.421875
4/1/2019		5/15/2019		6/17/2019			4,113,281				0.421875
7/1/2019		8/15/2019		9/16/2019			4,113,281				0.421875
10/1/2019		11/15/2019		12/16/2019			4,113,281				0.421875
						$	14,765,624			$	1.68750
1/15/2018		2/15/2018		3/15/2018		$	2,425,781			$	0.421875
4/1/2018		5/15/2018		6/15/2018			2,425,781				0.421875
7/1/2018		8/15/2018		9/17/2018			2,425,781				0.421875
10/1/2018		11/15/2018		12/17/2018			2,425,781				0.421875
						$	9,703,124			$	1.68750

OnJanuary 13, 2021, the Board of Directors declared a quarterly dividend of $ 0.421875 per share for the period from December1, 2020 through February 28, 2021, on the Company’s Series C Preferred Stock payable March15, 2021 to shareholders of record as ofthe close of business on February16, 2021 .

Thefollowing dividends were paid to holders of our Series D Preferred Stock during the years ended December 31, 2020, 2019 and 2018:

Declaration Date		Record Date		Payment Date		Dividend				Dividend per Share
1/15/2020		2/18/2020		3/16/2020		$	2,076,126			$	0.3984375
4/2/2020		5/15/2020		6/15/2020			2,076,126				0.3984375
7/1/2020		8/17/2020		9/15/2020			2,081,704				0.3984375
10/1/2020		11/16/2020		12/15/2020			2,449,415				0.3984375
						$	8,683,371			$	1.59375

- 92 -

Declaration Date		Record Date		Payment Date		Dividend				Dividend per Share
1/15/2019		2/15/2019		3/15/2019		$	796,876			$	0.3984375
4/1/2019		5/15/2019		6/17/2019			796,876				0.3984375
7/1/2019		8/15/2019		9/16/2019			796,876				0.3984375
10/1/2019		11/15/2019		12/16/2019			950,760				0.3984375
						$	3,341,388			$	1.59375
1/15/2018		2/15/2018		3/15/2018		$	354,166			$	0.1770830
4/1/2018		5/15/2018		6/15/2018			796,876				0.3984375
7/1/2018		8/15/2018		9/17/2018			796,876				0.3984375
10/1/2018		11/15/2018		12/17/2018			796,876				0.3984375
						$	2,744,794			$	1.372396

OnJanuary 13, 2021, the Board of Directors declared a quarterly dividend of $ 0.3984375 per share for the period from December1, 2020 through February 28, 2021, on the Company’s Series D Preferred Stock payable March15, 2021 to shareholders of record as ofthe close of business on February16, 2021 .

NOTE11 – FEDERAL INCOME TAXES

Characterizationof Distributions

Thefollowing table characterizes the distributions paid for the years ended December 31, 2020, 2019 and 2018:

SCHEDULEOF CHARACTERIZED DISTRIBUTIONS PAID PER COMMON SHARE

		2020								2019								2018
		Amount				Percent				Amount				Percent				Amount				Percent
Common Stock
Ordinary income		$	0				0	%		$	0				0	%		$	0				0	%
Capital gains			0				0	%			0				0	%			0				0	%
Return of capital			0.72				100.00	%			0.72				100.00	%			0.72				100.00	%
		$	0.72				100.00	%		$	0.72				100.00	%		$	0.72				100.00	%
Preferred Stock - Series B
Ordinary income		$	0.661633				37.33	%		$	1.18476				59.24	%		$	1.288868				64.44	%
Capital gains			0				0	%			0.05394				2.70	%			0				0	%
Return of capital			1.110567				62.67	%			0.76130				38.06	%			0.711132				35.56	%
		$	1.772200				100.00	%		$	2.00000				100.00	%		$	2.00000				100.00	%
Preferred Stock - Series C
Ordinary income		$	0.630008				37.33	%		$	0.999640				59.24	%		$	1.087484				64.44	%
Capital gains			0				0	%			0.045508				2.70	%			0				0	%
Return of capital			1.057492				62.67	%			0.642352				38.06	%			0.600016				35.56	%
		$	1.687500				100.00	%		$	1.687500				100.00	%		$	1.687500				100.00	%
Preferred Stock - Series D
Ordinary income		$	0.595008				37.33	%		$	0.94410				59.24	%		$	0.884419				64.44	%
Capital gains			0				0	%			0.04298				2.70	%			0				0	%
Return of capital			0.998742				62.67	%			0.60667				38.06	%			0.487978				35.56	%
		$	1.593750				100.00	%		$	1.593750				100.00	%		$	1.372397				100.00	%

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Inaddition to the above, taxable income from non-REIT activities conducted by S&F, a Taxable REIT Subsidiary (“TRS”),is subject to federal, state and local income taxes. Deferred income taxes pertaining to S&F are accounted for using the assetand liability method. Under this method, deferred income taxes are recognized for temporary differences between the financialreporting bases of assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards basedon enacted tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognizedonly to the extent that it is more likely than not that they will be realized based on consideration of available evidence, includingtax planning strategies and other factors. For the years ended December 31, 2020, 2019 and 2018, S&F had operating lossesfor financial reporting purposes of $ 273,000 ,$ 1.3 million and $ 1.2 million, respectively. Therefore, a valuationallowance has been established against any deferred tax assets relating to S&F. For the years ended December 31, 2020, 2019and 2018, S&F recorded $ 10,000 ,$ 8,000 and $ 8,000 ,respectively, in federal, state and franchise taxes.

NOTE12 – COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS

TheCompany is subject to claims and litigation in the ordinary course of business. Management does not believe that any such claimor litigation will have a material adverse effect on the business, assets, or results of operations of the Company.

TheCompany has an agreement with 21st Mortgage Corporation (“21st Mortgage”) under which 21st Mortgage can provide financingfor home purchasers in the Company’s communities. The Company does not receive referral fees or other cash compensationunder the agreement. If 21st Mortgage makes loans to purchasers and those purchasers default on their loans and 21st Mortgagerepossesses the homes securing such loans, the Company has agreed to purchase from 21st Mortgage each such repossessed home fora price equal to 80 %to 95 %of the amount under each such loan, subject to certain adjustments. This agreement may be terminated by either party with 30 dayswritten notice. As of December 31, 2020, the total loan balance under this agreement was approximately $ 1.7 million. Additionally, 21st Mortgage previouslymade loans to purchasers in certain communities we acquired. In conjunction with these acquisitions, the Company has agreed topurchase from 21st Mortgage each repossessed home, if those purchasers default on their loans. The purchase price ranges from 55 %to 100 %of the amount under each such loan, subject to certain adjustments. As of December 31, 2020, the total loan balance owed to 21stMortgage with respect to homes in these acquired communities was approximately $ 2.0 million. Although this agreement is stillactive, this program is not being utilized by the Company’s new customers as a source of financing.

S&Fentered into a Chattel Loan Origination, Sale and Servicing Agreement (“COP Program”) with Triad Financial Services,effective January 1, 2016. Neither the Company, nor S&F, receive referral fees or other cash compensation under the agreement.Customer loan applications are initially submitted to Triad for consideration by Triad’s portfolio of outside lenders. Ifa loan application does not meet the criteria for outside financing, the application is then considered for financing under theCOP Program. If the loan is approved under the COP Program, then it is originated by Triad, assigned to S&F and then assignedby S&F to the Company. Included in Notes and Other Receivables is approximately $ 35.4 million of loans that the Company acquiredunder the COP Program as of December 31, 2020.

NOTE13 - FAIR VALUE MEASUREMENTS

TheCompany follows ASC 825, Fair Value Measurements, for financial assets and liabilities recognized at fair value on a recurringbasis. The Company measures certain financial assets and liabilities at fair value on a recurring basis, including marketablesecurities. The fair value of these certain financial assets and liabilities was determined using the following inputs at December31, 2020 and 2019 (in thousands) :

SUMMARYOF FINANCIAL ASSETS AND LIABILITIES RECOGNIZED AT FAIR VALUE ON A RECURRING BASIS

- 94 -

		Fair Value Measurements at Reporting Date Using
		Total				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
December 31, 2020:
Equity Securities - Preferred Stock		$	2,601			$	2,601			$	-0-			$	-0-
Equity Securities - Common Stock			100,571				100,571				-0-				-0-
Total		$	103,172			$	103,172			$	-0-			$	-0-
December 31, 2019:
Equity Securities - Preferred Stock		$	3,516			$	3,516			$	-0-			$	-0-
Equity Securities - Common Stock			112,670				112,670				-0-				-0-
Total		$	116,186			$	116,186			$	-0-			$	-0-

Inaddition to the Company’s investment in Marketable Securities at Fair Value, the Company is required to disclose certaininformation about fair values of its other financial instruments, as defined in ASC 825-10, Financial Instruments. Estimates offair value are made at a specific point in time, based upon, where available, relevant market prices and information about thefinancial instrument. Such estimates do not include any premium or discount that could result from offering for sale at one timethe Company’s entire holdings of a particular financial instrument. All of the Company’s marketable securities havequoted market prices. However, for a portion of the Company’s other financial instruments, no quoted market value exists.Therefore, estimates of fair value are necessarily based on a number of significant assumptions (many of which involve eventsoutside the control of management). Such assumptions include assessments of current economic conditions, perceived risks associatedwith these financial instruments and their counterparties, future expected loss experience and other factors. Given the uncertaintiessurrounding these assumptions, the reported fair values represent estimates only and, therefore, cannot be compared to the historicalaccounting model. Use of different assumptions or methodologies is likely to result in significantly different fair value estimates.

Thefair value of cash and cash equivalents and notes receivables approximates their current carrying amounts since all such itemsare short-term in nature. The fair value of marketable securities is primarily based upon quoted market values. The fair valueof variable rate mortgages payable and loans payable approximate their current carrying amounts since such amounts payable areat approximately a weighted average current market rate of interest. The estimated fair value of fixed rate mortgage notes payableis based on discounting the future cash flows at a year-end risk adjusted borrowing rate currently available to the Company forissuance of debt with similar terms and remaining maturities. These fair value measurements fall within level 2 of the fair valuehierarchy. As of December 31, 2020, the fair and carrying value of fixed rate mortgages payable amounted to $ 487.7 million and $ 476.4 million, respectively. As of December31, 2019, the fair and carrying value of fixed rate mortgages payable amounted to $ 381.2 million and $ 377.0 million, respectively.

NOTE14 – SUPPLEMENTAL CASH FLOW INFORMATION

Cashpaid for interest during the years ended December 31, 2020, 2019 and 2018 was $ 18.3 million, $ 18.4 million and $ 16.4 million, respectively. Interest cost capitalizedto land development during the years ended December 31, 2020, 2019 and 2018 was $ 1.3 million, $ 1.5 million and $ 1.0 million, respectively.

Duringthe years ended December 31, 2020, 2019 and 2018, the Company assumed mortgages totaling $ 2.7 million, $ 19.4 million and $ 4.6 million, respectively for the acquisitionof communities.

Duringthe years ended December 31, 2020, 2019 and 2018, land development costs of $ 11.9 million, $ 17.5 million and $ 10.1 million, respectively were transferredto investment property and equipment and placed in service.

- 95 -

Duringthe years ended December 31, 2020, 2019 and 2018, the Company had dividend reinvestments of $ 3.2 million, $ 7.7 million and $ 5.1 million, respectively which required nocash transfers.

NOTE15 – SUBSEQUENT EVENTS

Managementhas evaluated subsequent events for disclosure and/or recognition in the financial statements through the date that the financialstatements were issued.

OnJanuary 8, 2021, the Company acquired Deer Run, located in Dothan, Alabama, for approximately $ 4.6 million. This community contains a totalof 195 developed homesites that are situatedon approximately 33 total acres. At the date of acquisition,the average occupancy for this community was approximately 37 %.

OnJanuary 21, 2021, the Company acquired Iris Winds, located in Sumter, South Carolina, for approximately $ 3.4 million. This community contains a totalof 142 developed homesites that are situatedon approximately 24 total acres. At the date of acquisition,the average occupancy for this community was approximately 49 %.

OnJanuary 29, 2021, the Company awarded approximately 147,000 shares of restricted stock to five employees.

OnFebruary 5, 2021, the Company entered into a Second Amendment to Amended and Restated Credit Agreement with BMO to reduce thecapitalization rate from 7.0% to 6.5%.

FromJanuary 1, 2021 through February 28, 2021, the Company issued and sold an additional 768,000 shares of its Series D Preferred Stockunder the New Preferred ATM Program at a weighted average price of $ 24.80 per share, generating gross proceeds of$ 19.1 million and net proceeds of $ 18.8 million, after offering expenses.

NOTE16 – PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

Thefollowing unaudited pro forma condensed financial information reflects the acquisitions during 2019 and through January 21, 2021.This information has been prepared utilizing the historical financial statements of the Company and the effect of additional revenueand expenses from the properties acquired during this period, after giving effect to certain adjustments including (a) rentaland related income; (b) community operating expenses; (c) interest expense resulting from the assumed increase in mortgages andloans payable related to the new acquisitions and (d) depreciation expense related to the new acquisitions. The unaudited proforma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisitionsreflected herein been consummated on the dates indicated or that will be achieved in the future (in thousands) .

SUMMARYOF PRO FORMA FINANCIAL INFORMATION

		For the years ended December 31,
		2020				2019
Rental and Related Income		$	144,557			$	133,567
Community Operating Expenses			63,923				64,222
Net Income (Loss) Attributable to Common Shareholders			( 29,742	)			2,240
Net Income (Loss) Attributable to Common Shareholders per Share:
Basic and Diluted			( 0.72	)			0.06

- 96 -

NOTE17 – SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

SELECTEDQUARTERLY FINANCIAL DATA (UNAUDITED)

THREEMONTHS ENDED (in thousands except per share amounts)

SUMMARYOF SELECTED QUARTERLY FINANCIAL DATA

2020		March 31				June 30				September 30				December 31
Total Income		$	37,573			$	40,084			$	43,123			$	42,829
Total Expenses			31,819				33,348				35,747				34,382
Other Income (Expense)			( 40,395	)			11,628				( 9,112	)			14,837
Net Income (Loss) from continuing operations			( 34,748	)			18,325				( 1,767	)			23,245
Net Income (Loss) Attributable to Common Shareholders			( 42,838	)			10,235				( 12,747	)			15,591
Net Income (Loss) Attributable to Common Shareholders per Share –
Basic and Diluted			( 1.04	)			0.25				( 0.31	)			0.38

2019		March 31				June 30				September 30				December 31
Total Income		$	34,287			$	37,230			$	37,329			$	37,745
Total Expenses			29,750				32,588				32,387				31,857
Other Income (Expense)			6,521				( 3,906	)			7,519				( 2,282	)
Net Income from continuing operations			11,037				749				12,433				3,531
Net Income (Loss) Attributable to Common Shareholders			5,914				( 5,537	)			5,622				( 3,433	)
Net Income (Loss) Attributable to Common Shareholders per Share –
Basic			0.16				( 0.15	)			0.14				( 0.08	)
Diluted			0.15				( 0.15	)			0.14				( 0.08	)

UMHPROPERTIES, INC.

SCHEDULEIII

REALESTATE AND ACCUMULATED DEPRECIATION

DECEMBER31, 2020 (in thousands)

Column A				Column B				Column C								Column D
Description								Initial Cost
												Site, Land
												& Building				Capitalization
												Improvements				Subsequent to
Name		Location		Encumbrances				Land				and Rental Homes				Acquisition
Allentown		Memphis, TN		$	12,587			$	250			$	2,569			$	13,317
Arbor Estates		Doylestown, PA			-	(1)			2,650				8,266				2,058
Auburn Estates		Orrville, OH			-	(4)			114				1,174				782
Birchwood Farms		Birch Run, MI			-	(1)			70				2,797				4,039
Boardwalk		Elkhart, IN			13,334	(6)			1,796				4,768				( 6	)
Broadmore Estates		Goshen, IN			45,588	(1)			1,120				11,136				11,220
Brookside		Berwick, PA			-	(3)			372				4,776				3,556
Brookview		Greenfield Ctr, NY			2,603				38				233				10,384
Camelot Village		Anderson, IN			-	(7)			824				2,480				428
Camelot Woods		Altoona, PA			0				573				2,767				1,202
Candlewick Court		Owosso, MI			4,201				159				7,087				5,614
Carsons		Chambersburg, PA			0				176				2,411				2,353
Catalina		Middletown, OH			4,853				1,008				11,735				9,725
Cedarcrest Village		Vineland, NJ			11,238				320				1,866				3,239
Chambersburg		Chambersburg, PA			0				108				2,397				826
Chelsea		Sayre, PA			-	(2)			124				2,049				1,996
Cinnamon Woods		Conowingo, MD			0				1,884				2,116				540
City View		Lewistown, PA			0				137				613				1,492
Clinton		Tiffin, OH			3,303				142				3,302				437
Collingwood		Horseheads, NY			0				196				2,318				3,126
Colonial Heights		Wintersville, OH			-	(1)			67				2,383				6,845
Countryside Estates		Muncie, IN			0				174				1,926				5,482
Countryside Estates		Ravenna, OH			0				205				2,896				5,771
Countryside Village		Columbia, TN			105,221				394				6,917				10,224
Cranberry		Cranberry Twp, PA			7,139				182				1,923				4,592
Crestview		Athens, PA			0				188				2,258				2,934
Cross Keys		Duncansville, PA			0				61				378				4,412
Crossroads Village		Mount Pleasant, PA			0				183				1,403				188
D&R		Clifton Park, NY			7,191				392				704				3,401
Dallas Mobile Home		Toronto, OH			0				276				2,729				2,884
Deer Meadows		New Springfield, OH			0				226				2,299				3,747
Evergreen Estates		Lodi, OH			0				99				1,121				529
Evergreen Manor		Bedford, OH			0				49				2,372				1,467
Evergreen Village		Mantua, OH			0				105				1,277				1,066
Fairview Manor		Millville, NJ			15,076				216				1,167				10,707
Fifty One Estates		Elizabeth, PA			0				1,214				5,746				2,042
Forest Creek		Elkhart, IN			-	(1)			440				7,004				2,099
Forest Park		Cranberry Twp, PA			7,833				75				977				8,923
Fox Chapel Village		Cheswick, PA			0				372				4,082				2,728
Frieden Manor		Schuylkill Haven, PA			12,581	(2)			643				5,294				3,701
Friendly Village		Perrysburg, OH			6,906				1,215				18,141				5,036
Green Acres		Chambersburg, PA			0				63				584				128
Gregory Courts		Honey Brook, PA			-	(1)			370				1,220				994
Hayden Heights		Dublin, OH			1,962				248				2,148				826
Heather Highlands		Inkerman, PA			0				573				2,152				13,745
High View Acres		Apollo, PA			0				825				4,264				439
Highland		Elkhart, IN			-	(1)			510				7,084				5,632
Highland Estates		Kutztown, PA			15,744				145				1,695				12,762
Hillcrest Crossing		Lower Burrell, PA			0				961				1,464				7,461
Hillcrest Estates		Marysville, OH			0				1,277				3,034				5,384
Hillside Estates		Greensburg, PA			-	(5)			484				2,679				3,557
Holiday Village		Nashville, TN			7,454				1,632				5,618				7,377

- 98 -

UMHPROPERTIES, INC.

SCHEDULEIII

REALESTATE AND ACCUMULATED DEPRECIATION

DECEMBER31, 2020 (in thousands)

Column A				Column B				Column C								Column D
Description								Initial Cost
												Site, Land
												& Building				Capitalization
												Improvements				Subsequent to
Name		Location		Encumbrances				Land				and Rental Homes				Acquisition
Holiday Village		Elkhart, IN		$	7,998			$	491			$	13,808			$	7,482
Holly Acres		Erie, PA			2,077				194				3,591				1,224
Hudson Estates		Peninsula, OH			0				141				3,516				5,809
Huntingdon Pointe		Tarrs, PA			0				399				865				2,054
Independence Park		Clinton, PA			7,596	(5)			686				2,784				3,520
Kinnebrook		Monticello, NY			3,792				236				1,403				14,553
Lake Erie Estates		Fredonia, NY			2,657				104				4,391				1,572
Lake Sherman		Navarre, OH			5,180				290				1,458				13,661
Lakeview Meadows		Lakeview, OH			0				574				1,104				2,032
Laurel Woods		Cresson, PA			0				433				2,070				4,853
Little Chippewa		Orrville, OH			-	(4)			113				1,135				2,641
Maple Manor		Taylor, PA			12,694	(3)			674				9,433				7,375
Marysville Estates		Marysville, OH			0				810				4,556				6,340
Meadowood		New Middletown, OH			-	(1)			152				3,191				4,673
Meadows		Nappanee, IN			0				549				6,721				9,715
Meadows of Perrysburg		Perrysburg, OH			2,888				2,146				5,541				649
Melrose Village		Wooster, OH			6,692	(4)			767				5,429				6,818
Melrose West		Wooster, OH			-	(4)			94				1,040				92
Memphis Blues		Memphis, TN			0				78				810				10,221
Monroe Valley		Jonestown, PA			-	(2)			114				994				674
Moosic Heights		Avoca, PA			-	(3)			330				3,794				3,548
Mount Pleasant Village		Mount Pleasant, PA			0				280				3,502				1,326
Mountaintop		Narvon, PA			-	(2)			134				1,665				775
New Colony		West Mifflin, PA			0				429				4,129				833
Northtowne Meadows		Erie, PA			11,818				1,272				23,859				1,591
Oak Ridge		Elkhart, IN			-	(1)			500				7,524				3,210
Oakwood Lake		Tunkhannock, PA			-	(3)			379				1,639				1,748
Olmsted Falls		Olmsted Township, OH			1,962				569				3,031				2,301
Oxford		West Grove, PA			15,301				175				991				2,753
Parke Place		Elkhart, IN			-	(6)			4,317				10,341				5,754
Perrysburg Estates		Perrysburg, OH			1,558				399				4,047				3,378
Pikewood Manor		Elyria, OH			14,103				1,053				22,068				12,229
Pine Ridge/Pine Manor		Carlisle, PA			0				38				198				10,546
Pine Valley		Apollo, PA			0				670				1,337				7,497
Pleasant View		Bloomsburg, PA			-	(3)			282				2,175				2,405
Port Royal		Belle Vernon, PA			0				150				2,492				15,008
Redbud Estates		Anderson, IN			12,902	(7)			1,739				15,091				4,507
River Valley		Marion, OH			0				236				785				8,547
Rolling Hills Estates		Carlisle, PA			0				301				1,419				1,950
Rostraver Estates		Belle Vernon, PA			-	(5)			814				2,204				2,467
Sandy Valley		Magnolia, OH			0				270				1,941				11,539
Shady Hills		Nashville, TN			4,677				337				3,379				4,433
Somerset/Whispering		Somerset, PA			0				1,485				2,050				8,973
Southern Terrace		Columbiana, OH			-	(1)			63				3,387				612
Southwind		Jackson, NJ			22,368	(8)			100				603				3,048
Spreading Oaks		Athens, OH			0				67				1,327				4,204
Springfield Meadows		Springfield, OH			2,976				1,230				3,093				1,748
Suburban Estates		Greensburg, PA			5,248				299				5,837				4,578
Summit Estates		Ravenna, OH			0				198				2,779				4,146
Summit Village		Marion, IN			0				522				2,821				1,933
Sunny Acres		Somerset, PA			5,842				287				6,114				2,941
Sunnyside		Eagleville, PA			-	(1)			450				2,674				669
Trailmont		Goodlettsville, TN			3,118				411				1,867				3,574
Twin Oaks		Olmsted Township, OH			5,930				823				3,527				2,189
Twin Pines		Goshen, IN			-	(1)			650				6,307				5,301
Valley High		Ruffs Dale, PA			-	(5)			284				2,267				2,340
Valley Hills		Ravenna, OH			3,220				996				6,542				9,039
Valley Stream		Mountaintop, PA			0				323				3,191				1,206

- 99 -

UMHPROPERTIES, INC.

SCHEDULEIII

REALESTATE AND ACCUMULATED DEPRECIATION

DECEMBER31, 2020 (in thousands)

Column A				Column B				Column C								Column D
Description								Initial Cost
												Site, Land
												& Building				Capitalization
												Improvements				Subsequent to
Name		Location		Encumbrances				Land				and Rental Homes				Acquisition
Valley View HB		Honeybrook, PA		$	-	(1)		$	1,380			$	5,348			$	4,076
Valley View I		Ephrata, PA			-	(2)			191				4,359				1,326
Valley View II		Ephrata, PA			-	(2)			72				1,746				56
Voyager Estates		West Newton, PA			0				742				3,143				4,480
Waterfalls		Hamburg, NY			4,386				424				3,812				5,014
Wayside		Bellefontaine, OH			0				196				1,080				2,296
Weatherly Estates		Lebanon, TN			7,607				1,184				4,034				3,966
Wellington Estates		Export, PA			2,263				896				6,179				3,853
Wood Valley		Caledonia, OH			0				260				1,753				5,876
Woodland Manor		West Monroe, NY			0				77				841				4,429
Woodlawn		Eatontown, NJ			-	(8)			157				281				1,894
Woods Edge		West Lafayette, IN			5,940				1,808				13,321				7,785
Worthington Arms		Lewis Center, OH			8,783				437				12,706				5,468
Youngstown Estates		Youngstown, NY			-	(4)			269				1,606				1,752
				$	476,390			$	65,925			$	487,845			$	546,486

- 100 -

UMHPROPERTIES, INC.

SCHEDULEIII

REALESTATE AND ACCUMULATED DEPRECIATION

DECEMBER31, 2020 (in thousands)

				(10)				(10)				(10)
				(11)				(11)				(11)
Column A				Column E (10) (11)												Column F
Description				Gross Amount at Which Carried at 12/31/20
								Site, Land
								& Building
								Improvements								Accumulated
Name		Location		Land				and Rental Homes				Total				Depreciation
Allentown		Memphis, TN		$	703			$	15,433			$	16,136			$	7,058
Arbor Estates		Doylestown, PA			2,650				10,324				12,974				2,753
Auburn Estates		Orrville, OH			114				1,956				2,070				433
Birchwood Farms		Birch Run, MI			70				6,836				6,906				1,643
Boardwalk		Elkhart, IN			1,796				4,762				6,558				693
Broadmore Estates		Goshen, IN			1,120				22,356				23,476				5,726
Brookside		Berwick, PA			372				8,332				8,704				2,245
Brookview		Greenfield Ctr, NY			123				10,532				10,655				3,236
Camelot Village		Anderson, IN			828				2,904				3,732				255
Camelot Woods		Altoona, PA			766				3,776				4,542				58
Candlewick Court		Owosso, MI			159				12,701				12,860				2,578
Carsons		Chambersburg, PA			176				4,764				4,940				1,030
Catalina		Middletown, OH			1,008				21,460				22,468				3,891
Cedarcrest Village		Vineland, NJ			408				5,017				5,425				3,068
Chambersburg		Chambersburg, PA			118				3,213				3,331				891
Chelsea		Sayre, PA			124				4,045				4,169				933
Cinnamon Woods		Conowingo, MD			1,884				2,656				4,540				335
City View		Lewistown, PA			137				2,105				2,242				544
Clinton		Tiffin, OH			142				3,739				3,881				1,195
Collingwood		Horseheads, NY			196				5,444				5,640				1,172
Colonial Heights		Wintersville, OH			67				9,228				9,295				1,944
Countryside Estates		Muncie, IN			174				7,408				7,582				1,525
Countryside Estates		Ravenna, OH			205				8,667				8,872				1,667
Countryside Village		Columbia, TN			609				16,926				17,535				4,887
Cranberry		Cranberry Twp, PA			182				6,515				6,697				3,433
Crestview		Athens, PA			362				5,018				5,380				1,051
Cross Keys		Duncansville, PA			61				4,790				4,851				1,726
Crossroads Village		Mount Pleasant, PA			183				1,591				1,774				197
D&R		Clifton Park, NY			392				4,105				4,497				2,291
Dallas Mobile Home		Toronto, OH			276				5,613				5,889				1,022
Deer Meadows		New Springfield, OH			226				6,046				6,272				1,094
Evergreen Estates		Lodi, OH			119				1,630				1,749				376
Evergreen Manor		Bedford, OH			49				3,839				3,888				802
Evergreen Village		Mantua, OH			105				2,343				2,448				524
Fairview Manor		Millville, NJ			2,535				9,555				12,090				5,890
Fifty One Estates		Elizabeth, PA			1,268				7,734				9,002				348
Forest Creek		Elkhart, IN			440				9,103				9,543				2,815
Forest Park		Cranberry Twp, PA			75				9,900				9,975				4,124
Fox Chapel Village		Cheswick, PA			372				6,810				7,182				621
Frieden Manor		Schuylkill Haven, PA			643				8,995				9,638				2,304
Friendly Village		Perrysburg, OH			1,265				23,127				24,392				1,182
Green Acres		Chambersburg, PA			63				712				775				200
Gregory Courts		Honey Brook, PA			370				2,214				2,584				552
Hayden Heights		Dublin, OH			248				2,974				3,222				692
Heather Highlands		Inkerman, PA			573				15,897				16,470				6,379
High View Acres		Apollo, PA			825				4,703				5,528				522
Highland		Elkhart, IN			510				12,716				13,226				3,425
Highland Estates		Kutztown, PA			404				14,198				14,602				7,967
Hillcrest Crossing		Lower Burrell, PA			961				8,925				9,886				872
Hillcrest Estates		Marysville, OH			1,277				8,418				9,695				836
Hillside Estates		Greensburg, PA			484				6,236				6,720				1,125

- 101 -

UMHPROPERTIES, INC.

SCHEDULEIII

REALESTATE AND ACCUMULATED DEPRECIATION

DECEMBER31, 2020 (in thousands)

				(10)				(10)				(10)
				(11)				(11)				(11)
Column A				Column E (10) (11)												Column F
Description				Gross Amount at Which Carried at 12/31/20
								Site, Land
								& Building
								Improvements								Accumulated
Name		Location		Land				and Rental Homes				Total				Depreciation
Holiday Village		Nashville, TN		$	1,632			$	12,995			$	14,627			$	3,219
Holiday Village		Elkhart, IN			491				21,290				21,781				3,912
Holly Acres		Erie, PA			194				4,815				5,009				931
Hudson Estates		Peninsula, OH			141				9,325				9,466				1,893
Huntingdon Pointe		Tarrs, PA			399				2,919				3,318				382
Independence Park		Clinton, PA			686				6,304				6,990				1,243
Kinnebrook		Monticello, NY			353				15,839				16,192				6,466
Lake Erie Estates		Fredonia, NY			140				5,927				6,067				68
Lake Sherman		Navarre, OH			290				15,119				15,409				5,315
Lakeview Meadows		Lakeview, OH			726				2,984				3,710				434
Laurel Woods		Cresson, PA			433				6,923				7,356				2,790
Little Chippewa		Orrville, OH			113				3,776				3,889				653
Maple Manor		Taylor, PA			674				16,808				17,482				4,824
Marysville Estates		Marysville, OH			818				10,888				11,706				1,161
Meadowood		New Middletown, OH			152				7,864				8,016				1,806
Meadows		Nappanee, IN			549				16,436				16,985				2,471
Meadows of Perrysburg		Perrysburg, OH			2,182				6,154				8,336				444
Melrose Village		Wooster, OH			767				12,247				13,014				2,551
Melrose West		Wooster, OH			94				1,132				1,226				284
Memphis Blues		Memphis, TN			336				10,773				11,109				2,286
Monroe Valley		Jonestown, PA			114				1,668				1,782				425
Moosic Heights		Avoca, PA			330				7,342				7,672				1,976
Mount Pleasant Village		Mount Pleasant, PA			280				4,828				5,108				599
Mountaintop		Narvon, PA			249				2,325				2,574				668
New Colony		West Mifflin, PA			448				4,943				5,391				242
Northtowne Meadows		Erie, PA			1,312				25,410				26,722				1,452
Oak Ridge		Elkhart, IN			500				10,734				11,234				2,967
Oakwood Lake		Tunkhannock, PA			379				3,387				3,766				865
Olmsted Falls		Olmsted Township, OH			569				5,332				5,901				1,278
Oxford		West Grove, PA			155				3,764				3,919				2,253
Parke Place		Elkhart, IN			4,317				16,095				20,412				2,466
Perrysburg Estates		Perrysburg, OH			407				7,417				7,824				457
Pikewood Manor		Elyria, OH			1,071				34,279				35,350				2,251
Pine Ridge/Pine Manor		Carlisle, PA			145				10,637				10,782				4,235
Pine Valley		Apollo, PA			732				8,772				9,504				3,540
Pleasant View		Bloomsburg, PA			282				4,580				4,862				1,173
Port Royal		Belle Vernon, PA			505				17,145				17,650				8,007
Redbud Estates		Anderson, IN			1,753				19,584				21,337				1,668
River Valley		Marion, OH			236				9,332				9,568				4,170
Rolling Hills Estates		Carlisle, PA			301				3,369				3,670				1,016
Rostraver Estates		Belle Vernon, PA			814				4,671				5,485				963
Sandy Valley		Magnolia, OH			270				13,480				13,750				5,590
Shady Hills		Nashville, TN			337				7,812				8,149				2,225
Somerset/Whispering		Somerset, PA			1,489				11,019				12,508				4,311
Southern Terrace		Columbiana, OH			63				3,999				4,062				1,158
Southwind		Jackson, NJ			100				3,651				3,751				2,200
Spreading Oaks		Athens, OH			67				5,531				5,598				2,251
Springfield Meadows		Springfield, OH			1,230				4,841				6,071				606
Suburban Estates		Greensburg, PA			299				10,415				10,714				2,947
Summit Estates		Ravenna, OH			198				6,925				7,123				1,411
Summit Village		Marion, IN			522				4,754				5,276				685
Sunny Acres		Somerset, PA			287				9,055				9,342				2,805
Sunnyside		Eagleville, PA			450				3,343				3,793				859

- 102 -

UMHPROPERTIES, INC.

SCHEDULEIII

REALESTATE AND ACCUMULATED DEPRECIATION

DECEMBER31, 2020 (in thousands)

				(10)				(10)				(10)
				(11)				(11)				(11)
Column A				Column E (10) (11)												Column F
Description				Gross Amount at Which Carried at 12/31/20
								Site, Land
								& Building
								Improvements								Accumulated
Name		Location		Land				and Rental Homes				Total				Depreciation
Trailmont		Goodlettsville, TN		$	411			$	5,441			$	5,852			$	1,510
Twin Oaks		Olmsted Township, OH			998				5,541				6,539				1,543
Twin Pines		Goshen, IN			650				11,608				12,258				2,968
Valley High		Ruffs Dale, PA			284				4,607				4,891				848
Valley Hills		Ravenna, OH			996				15,581				16,577				3,266
Valley Stream		Mountaintop, PA			323				4,397				4,720				800
Valley View HB		Honeybrook, PA			1,380				9,424				10,804				2,198
Valley View I		Ephrata, PA			280				5,596				5,876				1,628
Valley View II		Ephrata, PA			72				1,802				1,874				538
Voyager Estates		West Newton, PA			742				7,623				8,365				1,208
Waterfalls		Hamburg, NY			424				8,826				9,250				4,589
Wayside		Bellefontaine, OH			261				3,311				3,572				308
Weatherly Estates		Lebanon, TN			1,184				8,000				9,184				3,676
Wellington Estates		Export, PA			896				10,032				10,928				970
Wood Valley		Caledonia, OH			260				7,629				7,889				3,463
Woodland Manor		West Monroe, NY			77				5,270				5,347				1,561
Woodlawn		Eatontown, NJ			135				2,197				2,332				950
Woods Edge		West Lafayette, IN			1,808				21,106				22,914				3,615
Worthington Arms		Lewis Center, OH			437				18,174				18,611				3,099
Youngstown Estates		Youngstown, NY			269				3,358				3,627				649
				$	71,485			$	1,028,771			$	1,100,256			$	254,369

- 103 -

UMHPROPERTIES, INC.

SCHEDULEIII

REALESTATE AND ACCUMULATED DEPRECIATION

DECEMBER31, 2020

Column A

Column G

Column H

Column I

Description

Date of

Date

Depreciable

Name

Location

Construction

Acquired

Life

Allentown

Memphis, TN

prior to 1980

1986

5 to 27.5

Arbor Estates

Doylestown, PA

1959

2013

5 to 27.5

Auburn Estates

Orrville, OH

1971/1985/1995

2013

5 to 27.5

Birchwood Farms

Birch Run, MI

1976-1977

2013

5 to 27.5

Boardwalk

Elkhart, IN

1995-1996

2017

5 to 27.5

Broadmore Estates

Goshen, IN

1950/1990

2013

5 to 27.5

Brookside

Berwick, PA

1973-1976

2010

5 to 27.5

Brookview

Greenfield Ctr, NY

prior to 1970

1977

5 to 27.5

Camelot Village

Anderson, IN

1998

2018

5 to 27.5

Camelot Woods

Altoona, PA

1999

2020

5 to 27.5

Candlewick Court

Owosso, MI

1975

2015

5 to 27.5

Carsons

Chambersburg, PA

1963

2012

5 to 27.5

Catalina

Middletown, OH

1968-1976

2015

5 to 27.5

Cedarcrest Village

Vineland, NJ

1973

1986

5 to 27.5

Chambersburg

Chambersburg, PA

1955

2012

5 to 27.5

Chelsea

Sayre, PA

1972

2012

5 to 27.5

Cinnamon Woods

Conowingo, MD

2005

2017

5 to 27.5

City View

Lewistown, PA

prior to 1980

2011

5 to 27.5

Clinton

Tiffin, OH

1968/1987

2011

5 to 27.5

Collingwood

Horseheads, NY

1970

2012

5 to 27.5

Colonial Heights

Wintersville, OH

1972

2012

5 to 27.5

Countryside Estates

Muncie, IN

1996

2012

5 to 27.5

Countryside Estates

Ravenna, OH

1972

2014

5 to 27.5

Countryside Village

Columbia, TN

1988/1992

2011

5 to 27.5

Cranberry

Cranberry Twp, PA

1974

1986

5 to 27.5

Crestview

Athens, PA

1964

2012

5 to 27.5

Cross Keys

Duncansville, PA

1961

1979

5 to 27.5

Crossroads Village

Mount Pleasant, PA

1955/2004

2017

5 to 27.5

D&R

Clifton Park, NY

1972

1978

5 to 27.5

Dallas Mobile Home

Toronto, OH

1950-1957

2014

5 to 27.5

Deer Meadows

New Springfield, OH

1973

2014

5 to 27.5

Evergreen Estates

Lodi, OH

1965

2014

5 to 27.5

Evergreen Manor

Bedford, OH

1960

2014

5 to 27.5

Evergreen Village

Mantua, OH

1960

2014

5 to 27.5

Fairview Manor

Millville, NJ

prior to 1980

1985

5 to 27.5

Fifty One Estates

Elizabeth, PA

1970

2019

5 to 27.5

Forest Creek

Elkhart, IN

1996-1997

2013

5 to 27.5

Forest Park

Cranberry Twp, PA

prior to 1980

1982

5 to 27.5

Fox Chapel Village

Cheswick, PA

1975

2017

5 to 27.5

Frieden Manor

Schuylkill Haven, PA

1969

2012

5 to 27.5

Friendly Village

Perrysburg, OH

1970

2019

5 to 27.5

Green Acres

Chambersburg, PA

1978

2012

5 to 27.5

Gregory Courts

Honey Brook, PA

1970

2013

5 to 27.5

Hayden Heights

Dublin, OH

1973

2014

5 to 27.5

Heather Highlands

Inkerman, PA

1970

1992

5 to 27.5

High View Acres

Apollo, PA

1984

2017

5 to 27.5

Highland

Elkhart, IN

1969

2013

5 to 27.5

Highland Estates

Kutztown, PA

1971

1979

5 to 27.5

Hillcrest Crossing

Lower Burrell, PA

1971

2017

5 to 27.5

Hillcrest Estates

Marysville, OH

1995

2017

5 to 27.5

Hillside Estates

Greensburg, PA

1980

2014

5 to 27.5

- 104 -

UMHPROPERTIES, INC.

SCHEDULEIII

REALESTATE AND ACCUMULATED DEPRECIATION

DECEMBER31, 2020

Column A

Column G

Column H

Column I

Description

Date of

Date

Depreciable

Name

Location

Construction

Acquired

Life

Holiday Village

Nashville, TN

1967

2013

5 to 27.5

Holiday Village

Elkhart, IN

1966

2015

5 to 27.5

Holly Acres

Erie, PA

1977/2007

2015

5 to 27.5

Hudson Estates

Peninsula, OH

1956

2014

5 to 27.5

Huntingdon Pointe

Tarrs, PA

2000

2015

5 to 27.5

Independence Park

Clinton, PA

1987

2014

5 to 27.5

Kinnebrook

Monticello, NY

1972

1988

5 to 27.5

Lake Erie Estates

Fredonia, NY

1965

2020

5 to 27.5

Lake Sherman

Navarre, OH

prior to 1980

1987

5 to 27.5

Lakeview Meadows

Lakeview, OH

1995

2016

5 to 27.5

Laurel Woods

Cresson, PA

prior to 1980

2001

5 to 27.5

Little Chippewa

Orrville, OH

1968

2013

5 to 27.5

Maple Manor

Taylor, PA

1972

2010

5 to 27.5

Marysville Estates

Marysville, OH

1960s to 2015

2017

5 to 27.5

Meadowood

New Middletown, OH

1957

2012

5 to 27.5

Meadows

Nappanee, IN

1965-1973

2015

5 to 27.5

Meadows of Perrysburg

Perrysburg, OH

1998

2018

5 to 27.5

Melrose Village

Wooster, OH

1970-1978

2013

5 to 27.5

Melrose West

Wooster, OH

1995

2013

5 to 27.5

Memphis Blues

Memphis, TN

1955

1985

5 to 27.5

Monroe Valley

Jonestown, PA

1969

2012

5 to 27.5

Moosic Heights

Avoca, PA

1972

2010

5 to 27.5

Mount Pleasant Village

Mount Pleasant, PA

1977-1986

2017

5 to 27.5

Mountaintop

Narvon, PA

1972

2012

5 to 27.5

New Colony

West Mifflin, PA

1930/1973

2019

5 to 27.5

Northtowne Meadows

Erie, MI

1988

2019

5 to 27.5

Oak Ridge

Elkhart, IN

1990

2013

5 to 27.5

Oakwood Lake

Tunkhannock, PA

1972

2010

5 to 27.5

Olmsted Falls

Olmsted Township, OH

1953/1970

2012

5 to 27.5

Oxford

West Grove, PA

1971

1974

5 to 27.5

Parke Place

Elkhart, IN

1995-1996

2017

5 to 27.5

Perrysburg Estates

Perrysburg, OH

1972

2018

5 to 27.5

Pikewood Manor

Elyria, OH

1962

2018

5 to 27.5

Pine Ridge/Pine Manor

Carlisle, PA

1961

1969

5 to 27.5

Pine Valley

Apollo, PA

prior to 1980

1995

5 to 27.5

Pleasant View

Bloomsburg, PA

1960’s

2010

5 to 27.5

Port Royal

Belle Vernon, PA

1973

1983

5 to 27.5

Redbud Estates

Anderson, IN

1966/1998/2003

2018

5 to 27.5

River Valley

Marion, OH

1950

1986

5 to 27.5

Rolling Hills Estates

Carlisle, PA

1972-1975

2013

5 to 27.5

Rostraver Estates

Belle Vernon, PA

1970

2014

5 to 27.5

Sandy Valley

Magnolia, OH

prior to 1980

1985

5 to 27.5

Shady Hills

Nashville, TN

1954

2011

5 to 27.5

Somerset/Whispering

Somerset, PA

prior to 1980

2004

5 to 27.5

Southern Terrace

Columbiana, OH

1983

2012

5 to 27.5

Southwind

Jackson, NJ

1969

1969

5 to 27.5

Spreading Oaks

Athens, OH

prior to 1980

1996

5 to 27.5

Springfield Meadows

Springfield, OH

1970

2016

5 to 27.5

Suburban Estates

Greensburg, PA

1968/1980

2010

5 to 27.5

Summit Estates

Ravenna, OH

1969

2014

5 to 27.5

Summit Village

Marion, IN

2000

2018

5 to 27.5

Sunny Acres

Somerset, PA

1970

2010

5 to 27.5

Sunnyside

Eagleville, PA

1960

2013

5 to 27.5

Trailmont

Goodlettsville, TN

1964

2011

5 to 27.5

Twin Oaks

Olmsted Township, OH

1952/1997

2012

5 to 27.5

Twin Pines

Goshen, IN

1956/1990

2013

5 to 27.5

- 105 -

UMHPROPERTIES, INC.

SCHEDULEIII

REALESTATE AND ACCUMULATED DEPRECIATION

DECEMBER31, 2020

Column A

Column G

Column H

Column I

Description

Date of

Date

Depreciable

Name

Location

Construction

Acquired

Life

Valley High

Ruffs Dale, PA

1974

2014

5 to 27.5

Valley Hills

Ravenna, OH

1960-1970

2014

5 to 27.5

Valley Stream

Mountaintop, PA

1970

2015

5 to 27.5

Valley View HB

Honeybrook, PA

1970

2013

5 to 27.5

Valley View I

Ephrata, PA

1961

2012

5 to 27.5

Valley View II

Ephrata, PA

1999

2012

5 to 27.5

Voyager Estates

West Newton, PA

1968

2015

5 to 27.5

Waterfalls

Hamburg, NY

prior to 1980

1997

5 to 27.5

Wayside

Bellefontaine, OH

1960’s

2016

5 to 27.5

Weatherly Estates

Lebanon, TN

1997

2006

5 to 27.5

Wellington Estates

Export, PA

1970/1996

2017

5 to 27.5

Wood Valley

Caledonia, OH

prior to 1980

1996

5 to 27.5

Woodland Manor

West Monroe, NY

prior to 1980

2003

5 to 27.5

Woodlawn

Eatontown, NJ

1964

1978

5 to 27.5

Woods Edge

West Lafayette, IN

1974

2015

5 to 27.5

Worthington Arms

Lewis Center, OH

1968

2015

5 to 27.5

Youngstown Estates

Youngstown, NY

1963

2013

5 to 27.5

- 106 -

UMHPROPERTIES, INC.

SCHEDULEIII

REALESTATE AND ACCUMULATED DEPRECIATION

DECEMBER31, 2020

(1)	Represents one mortgage note payable secured by twenty-eight properties.
(2)	Represents one mortgage note payable secured by thirteen properties.
(3)	Represents one mortgage note payable secured by six properties.
(4)	Represents one mortgage note payable secured by five properties.
(5)	Represents one mortgage note payable secured by five properties.
(6)	Represents one mortgage note payable secured by four properties.
(7)	Represents one mortgage note payable secured by two properties.
(8)	Represents one mortgage note payable secured by two properties.
(9)	Represents one mortgage note payable secured by two properties.
(10)	Reconciliation
(11)	The aggregate cost for Federal tax purposes approximates historical cost.

SCHEDULEIII - REAL ESTATE AND ACCUMULATED DEPRECIATION - SCHEDULE OF REAL ESTATE INVESTMENT (Details)

		/———-FIXED ASSETS————/ (in thousands)
		12/31/20				12/31/19				12/31/18
Balance – Beginning of Year		$	1,008,104			$	874,601			$	758,487
Additions:
Acquisitions			7,835				56,015				58,730
Improvements			88,684				81,399				61,102
Total Additions			96,519				137,414				119,832
Deletions			( 4,367	)			( 3,911	)			( 3,718	)
Balance – End of Year		$	1,100,256			$	1,008,104			$	874,601

SCHEDULEIII - REAL ESTATE AND ACCUMULATED DEPRECIATION - SCHEDULE OF ACCUMULATED DEPRECIATION (Details)

		/——ACCUMULATED DEPRECIATION——/ (in thousands)
		12/31/20				12/31/19				12/31/18
Balance – Beginning of Year		$	216,332			$	182,599			$	153,592
Additions:
Depreciation			39,525				34,816				29,841
Total Additions			39,525				34,816				29,841
Deletions			( 1,488	)			( 1,083	)			( 834	)
Balance – End of Year		$	254,369			$	216,332			$	182,599

(11)	The aggregate cost for Federal tax purposes approximates historical cost.

- 107 -

SIGNATURES

Pursuantto the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, the Registrant has duly causedthis report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UMH PROPERTIES, INC.
	BY:	/s/ Samuel A. Landy
		SAMUEL A. LANDY
		President, Chief Executive Officer and Director
		(Principal Executive Officer)
	BY:	/s/ Anna T. Chew
		ANNA T. CHEW
		Vice President, Chief Financial and Accounting Officer, Treasurer and Director (Principal Financial and Accounting Officer)

Dated: March 10, 2021

Pursuantto the requirements of the Securities and Exchange Act of 1934, as amended, this report has been duly signed below by the followingpersons on behalf of the Registrant and in the capacities and on the dates indicated.

		Title		Date
/s/ Eugene W. Landy		Chairman of the Board		March 10, 2021
EUGENE W. LANDY
/s/ Samuel A. Landy		President, Chief Executive Officer and Director		March 10, 2021
SAMUEL A. LANDY
/s/ Anna T. Chew		Vice President, Chief Financial and Accounting		March 10, 2021
ANNA T. CHEW		Officer, Treasurer and Director
/s/ Amy Butewicz		Director		March 10, 2021
AMY BUTEWICZ
/s/ Jeffrey A. Carus		Director		March 10, 2021
JEFFREY A. CARUS
/s/ Matthew Hirsch		Director		March 10, 2021
MATTHEW HIRSCH
/s/ Michael P. Landy		Director		March 10, 2021
MICHAEL P. LANDY
/s/ Stuart Levy		Director		March 10, 2021
STUART LEVY
/s/ William Mitchell		Director		March 10, 2021
WILLIAM MITCHELL
/s/ Kenneth K. Quigley, Jr.		Director		March 10, 2021
KENNETH K. QUIGLEY
/s/ Stephen B. Wolgin		Director		March 10, 2021
STEPHEN B. WOLGIN